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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): August 13, 1999
F.Y.I. INCORPORATED
-------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 027444 752560895
--------------- ---------------- ----------------
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
3232 McKinney Avenue
Suite 900
Dallas, Texas 75204
- --------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(214) 9537555
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
Increase in Amended and Restated Credit Agreement
On August 13, 1999, F.Y.I. Incorporated amended its 1998 Credit Agreement to
increase the aggregate outstanding principal limit to $125 million from $100
million and added Wells Fargo Bank (Texas), National Association as an
additional agent.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
10.51 Third Amendment, dated August 13, 1999, to Amended and Restated Credit
Agreement by and among F.Y.I. Incorporated, Banque Paribas, Nations
Bank, N.A. d/b/a Bank of America National Association, and Bank One,
Texas, N.A. and the Lenders named therein
99 Press release dated August 20, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
F.Y.I. INCORPORATED
Date: August 20, 1999 By: /s/ Ed H. Bowman, Jr.
----------------------------
Name: Ed H. Bowman, Jr.
Title: Chief Executive Officer
Date: August 20, 1999 By: /s/ Timothy J. Barker
----------------------------
Name: Timothy J. Barker
Title: Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
10.51 Third Amendment, dated August 13, 1999, to Amended and
Restated Credit Agreement by and among F.Y.I. Incorporated,
Banque Paribas, Nations Bank, N.A. d/b/a Bank of America
National Association, and Bank One, Texas, N.A. and the
Lenders named therein
99. Press release dated August 20, 1999
</TABLE>
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EXHIBIT 10.51
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is entered into to be effective as of August 13, 1999, by and among
F.Y.I. Incorporated, a Delaware corporation ("F.Y.I."), the Lenders (as such
term is defined in the Credit Agreement, as hereinafter defined) which are
parties hereto, Paribas, a bank organized under the laws of France acting
through its Chicago Branch, as agent for itself and the other Lenders (formerly
"Banque Paribas," the "Agent"), and Bank of America, N.A., successor by merger
to NationsBank, N.A. and Bank One, Texas, N.A., as co-agents for themselves and
the other Lenders (the "Co-Agents").
RECITALS
A. F.Y.I., the Agent, the Co-Agents and certain of the Lenders entered
into that certain Amended and Restated Credit Agreement dated as of February 17,
1998 (as amended by a First Amendment thereto dated as of August 3, 1998, and a
Second Amendment thereto dated as of April 13, 1999, the "Credit Agreement"),
pursuant to which, among other things, the Lenders agreed to make certain loans
available to F.Y.I. upon the terms and conditions set forth therein;
B. F.Y.I., the Agent, the Co-Agents and the Lenders desire to amend the
Credit Agreement to increase the aggregate principal amount of the Commitments
and to add Wells Fargo Bank (Texas), National Association ("New Lender") as a
Lender, and in certain other respects as more fully set out herein.
AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, F.Y.I., the Lenders, the Agent and the Co-Agents hereby agree as
follows:
1. Terms. All terms used herein which begin with an initial capital
letter shall, unless otherwise expressly defined herein, have the same
definitions assigned to such terms in the Credit Agreement, as modified by this
Amendment.
2. Amendment to Commitment. Effective as of the date hereof, the
aggregate principal amount of the Commitments is increased from $100,000,000 to
$125,000,000. The Commitment of Wells Fargo Bank (Texas), National Association
shall be $25,000,000 and the Commitment of each of the other Lenders shall be
unchanged hereby.
3. Definitions.
(1) Effective as of the date hereof, the following definition
appearing in Section 1.1 of the Credit Agreement is hereby amended to read
in its entirety as follows:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - Page 1
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"Commitment" means, as to any Lender, the obligation of such
Lender to make or continue Loans and incur or participate in Letter
of Credit Liabilities hereunder in an aggregate principal amount at
any one time outstanding up to but not exceeding the amount set
forth opposite the name of such Lender on the signature pages to the
Third Amendment to this Agreement under the heading "Commitment" or,
if such Lender is a party to an Assignment and Acceptance, the
amount set forth in the most recent Assignment and Acceptance of
such Lender, as the same may be reduced or terminated pursuant to
Section 2.13 or 11.2, and "Commitments" means such obligations of
all Lenders. As of the date of the execution of the Third Amendment
to this Agreement, the aggregate principal amount of the Commitments
is $125,000,000.
(2) Effective as of the date hereof, the following additional
definition is added to Section 1.1 of the Credit Agreement to appear
therein in its proper alphabetical order and to read in its entirety as
follows:
"Third Amendment" means the Third Amendment to this Agreement
dated as of August 13, 1999.
4. Amendment to Section 2.2(a). Effective as of the date hereof, the
first sentence of Section 2.2(a) of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
The Loans made by each Lender shall be evidenced by a single
promissory note of F.Y.I. in substantially the form of Exhibit A to
the Second Amendment payable to the order of such Lender in a
principal amount equal to its Commitment (as originally in effect or
as thereafter increased or decreased) and otherwise duly completed;
provided, however, that the Swingline Advances made by Paribas shall
be evidenced by a single promissory note of F.Y.I. in the maximum
original principal amount of $1,000,000 payable to the order of
Paribas in substantially the form of Exhibit D hereto, dated the
Closing Date.
5. Conditions Precedent. This Amendment shall be effective upon the
occurrence of each of the following:
(1) Third Amendment. The execution of this Amendment by each of
F.Y.I., the Agent, the Co-Agents, the Lenders and New Lender;
(2) Consents. The execution of a consent to this Amendment by each
of the Loan Parties other than the F.Y.I. in the form requested by the
Agent, which, among other things, shall reaffirm the Guaranty and Security
Agreement, if any, executed by each such Loan Party;
(3) Notes. A Note duly completed and executed by F.Y.I. and payable
to the order of New Lender in the principal amount of its Commitment;
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - Page 2
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(4) Resolutions. Resolutions of the board of directors of F.Y.I.
certified by its Secretary or an Assistant Secretary or other analogous
officer or representative which authorize the execution, delivery and
performance by the Loan Parties of this Amendment and such other Loan
Documents to be executed in connection herewith to which F.Y.I. or any
other Loan Party is to be a party;
(5) Officers' Certificate. An officers' certificate of F.Y.I.
certifying as to the incumbency and signature of each officer of the Loan
Parties executing this Amendment and the other Loan Documents to be
executed in connection herewith, as to no changes to such Loan Parties'
articles or certificates of incorporation, other analogous constitutional
documents, or bylaws since the copies thereof most recently certified and
delivered to the Agent, and as to the continuing existence and good
standing of each Loan Party, such certificate to be dated as of a current
date and in form reasonably satisfactory to the Agent and its counsel;
(6) Payment of Fees and Expenses. F.Y.I. shall have paid all fees
and expenses of or incurred by the Agent and its counsel to the extent
billed on or before the date hereof and payable pursuant to this Amendment;
(7) Opinions of Counsel. A favorable opinion of Locke Liddell & Sapp
LLP, counsel for the Loan Parties, in form and substance satisfactory to
the Agent with respect to F.Y.I. and its Subsidiaries;
(8) New Lender Commitment Fees. F.Y.I. shall have paid all fees and
expenses to Agent on behalf of New Lender as set forth in that certain fee
letter dated as of August 12, 1999, between Agent and F.Y.I.; and
(9) Proceedings Satisfactory. All matters and proceedings taken in
connection with this Amendment and the other Loan Documents to be delivered
in connection herewith shall be reasonably satisfactory to the Agent and
its counsel.
Borrower shall deliver, or cause to be delivered, to the Agent sufficient
counterparts of each agreement, document or instrument to be received by
the Agent under this Section 5 to permit the Agent to distribute a copy of
the same to each Lender.
6. Representation and Warranties. F.Y.I. represents and warrants to the
Agent and each Lender that:
(1) The representations and warranties made by F.Y.I. in the Loan
Documents, as the same are amended hereby, are true and correct at the time
this Amendment is executed and delivered, except to the extent that such
representations and warranties are expressly by their terms made only as of
the Closing Date or another specified date. F.Y.I. further represents and
warrants to the Agent and the Lenders that: (i) the execution, delivery and
performance of this Amendment and any and all other Loan Documents executed
and/or delivered in connection herewith have been authorized by all
requisite corporate action on the part of F.Y.I. and the
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - Page 3
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other Loan Parties, as appropriate, and will not violate the articles of
incorporation or bylaws of F.Y.I. or such other Loan Parties; (ii) no Event
of Default has occurred and is continuing and no event or condition has
occurred that with the giving of notice or lapse of time or both would be
an Event of Default; and (iii) F.Y.I. is in full compliance with all
covenants and agreements contained in the Credit Agreement as amended
hereby.
7. Costs. F.Y.I. agrees to pay all reasonable costs incurred in
connection with the negotiation, preparation, execution and consummation of this
Amendment and the transactions preceding and contemplated by this Amendment
including, without limitation, the reasonable fees and expenses of Jenkens &
Gilchrist, P.C., counsel to the Agent.
8. Miscellaneous.
(1) Headings. Section headings are for reference only, and shall not
affect the interpretation or meaning of any provision of this Amendment.
(2) No Waiver. No failure on the part of the Agent or the Lenders to
exercise, and no delay in exercising, and no course of dealing with respect
to, any right, power or privilege under the Loan Documents shall operate as
a waiver thereof, and no single or partial exercise of any right, power or
privilege under the Loan Documents shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.
(3) Effect of this Amendment. The Credit Agreement, as amended by
this Amendment, shall remain in full force and effect except that any
reference therein, or in any other Loan Document, referring to the Credit
Agreement, shall be deemed to refer to the Credit Agreement, as amended by
this Amendment.
(4) Governing Law. EXCEPT TO THE EXTENT THAT THE CREDIT AGREEMENT
EXPRESSLY PROVIDES OTHERWISE, THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
(5) Counterparts. This Amendment may be executed by the different
parties hereto on separate counterparts, each of which, when so executed,
shall be deemed an original, but all such counterparts shall be construed
as but one and the same Amendment.
(6) NO ORAL AGREEMENTS. THE CREDIT AGREEMENT, AS AMENDED BY THIS
AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE ENTIRE
AGREEMENT AMONG THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - Page 4
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the date first above
written.
F.Y.I.:
F.Y.I. INCORPORATED
By: /s/ TIMOTHY J. BARKER
-----------------------------
Timothy J. Barker
Senior Vice President
LENDERS:
Commitment: PARIBAS, as Agent and a Lender
$30,000,000
By: /s/ CLARK C. KING, III
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Name: Clark C. King, III
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Title: Managing Director
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By: /s/ MICHAEL COLIAS
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Name: Michael Colias
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Title: Assistant Vice President
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Commitment: BANK OF AMERICA, N.A.,
$30,000,000 successor by merger to
NATIONSBANK, N.A.,
as Co-Agent and a Lender
By: /s/ CURTIS C. ANDERSON
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Name: Curtis C. Anderson
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Title: Senior Vice President
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Commitment: BANK ONE, TEXAS, N.A.,
$30,000,000 as Co-Agent and a Lender
By: /s/ FRED POINTS
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Name: Fred Points
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Title: Vice President
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THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - Page 5
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Commitment: TEXAS CAPITAL BANK,
$10,000,000 NATIONAL ASSOCIATION, as a Lender
By: /s/ RUSSELL HARTSFIELD
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Name: Russell Hartsfield
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Title: Senior Vice President
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Commitment: WELLS FARGO BANK (TEXAS),
$25,000,000 NATIONAL ASSOCIATION, as a
Lender and as New Lender
By: /s/ CONNOR J. DUFFEY
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Name: Connor J. Duffey
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Title: Vice President
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Each Loan Party (other than F.Y.I.) hereby consents and agrees to this
Amendment and agrees that the Guaranty and the Security Agreements (if any)
executed by such Loan Party shall remain in full force and effect and shall
continue to be the legal, valid and binding obligations of such Loan Party
enforceable against such Loan Party in accordance with its respective terms.
LOAN PARTIES:
APS SERVICES ACQUISITION CORP.
ACADIAN CONSULTANTS CORP.
ADVANCED DIGITAL GRAPHICS, INC.
AMERICAN ECONOMICS GROUP ACQUISITION CORP.
AMERICAN ECONOMICS GROUP, INC.
ASSOCIATE RECORD TECHNICIAN SERVICES ACQUISITION CORP.
B&B (BALTIMORE-WASHINGTON) ACQUISITION
CORP.
CH ACQUISITION CORP.
CALIFORNIA MEDICAL RECORD SERVICE
ACQUISITION CORP.
COMPUTER CENTRAL CORPORATION
CREATIVE MAILINGS, INC.
DATA ENTRY & INFORMATIONAL SERVICES ACQUISITION CORP.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - Page 6
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DATA ENTRY & INFORMATIONAL SERVICES, INC.
DPAS ACQUISITION CORP.
DEBARI ASSOCIATES ACQUISITION CORP.
DELAWARE MAJOR ACQUISITION CORP.
DELIVEREX ACQUISITION CORP.
DELIVEREX SACRAMENTO ACQUISITION CORP.
DISC ACQUISITION CORP.
DOCTEX ACQUISITION CORP.
EAGLE LEGAL SERVICES ACQUISITION CORP.
ECONOMIC RESEARCH SERVICES, INC.
EDLE ENTERPRISES OF PUERTO RICO, INC.
F.Y.I. CORPORATE ACQUISITION CORP.
F.Y.I. DIRECT INC.
F.Y.I. HEALTHSERVE INCORPORATED
F.Y.I. IMAGE INC.
F.Y.I. INPUT INC.
F.Y.I. INTEGRATION SOLUTIONS INC.
F.Y.I. PRINT INC.
F.Y.I. RECORDS INC.
F.Y.I. STORAGE INC.
F.Y.I. INVESTMENTS, INC.
HEALTHSERVE V.C. CORP.
IMAGENT ACQUISITION CORP.
IMC MANAGEMENT, INC.
INFORMATION MANAGEMENT SERVICES ACQUISITION CORP.
INFORMATION MANAGEMENT SERVICES, INC.
INPUT MANAGEMENT, INC.
LIFO MANAGEMENT, INC.
LEONARD ARCHIVES ACQUISITION CORP.
MANAGED CARE PROFESSIONALS ACQUISITION CORP.
MANAGED CARE PROFESSIONALS, INC.
MAVRICC MANAGEMENT SYSTEMS, INC.
MMS ESCROW AND TRANSFER AGENCY, INC.
MEDICOPY ACQUISITION CORP.
MICRO PUBLICATION SYSTEMS, INC.
MICROFILM DISTRIBUTION SERVICES, INC.
MICROFILMING SERVICES, INC.
MINNESOTA MEDICAL RECORD SERVICE
ACQUISITION CORP.
NORTHERN MINNESOTA MEDICAL RECORD
SERVICES ACQUISITION CORP.
PENINSULA RECORD MANAGEMENT, INC.
PERMANENT RECORDS MANAGEMENT, INC.
PMI IMAGING SYSTEMS ACQUISITION CORP.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - Page 7
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PMI IMAGING SYSTEMS, INC.
QUALITY DATA CONVERSIONS ACQUISITION CORP.
QUALITY DATA CONVERSIONS, INC.
PREMIER ACQUISITION CORP.
QCS INET ACQUISITION CORP.
QUALITY COPY ACQUISITION CORP.
RAC (CALIFORNIA) ACQUISITION CORP.
RESEARCHERS ACQUISITION CORP.
ROBERT A. COOK ACQUISITION CORP.
RECORDEX ACQUISITION CORP.
RUST CONSULTING ACQUISITION CORP.
RUST CONSULTING, INC.
T.C.H. GROUP, INC.
TCH MAILHOUSE, INC.
THE RUST CONSULTING GROUP, INC.
ZIA INFORMATION ANALYSIS GROUP, INC.
(formerly known as ZIA ACQUISITION CORP.)
ZIP SHRED CANADA ACQUISITION CORP.
ZIPSHRED, INC.
NET DATA SERVICES, LTD.
By: /s/ TIMOTHY J. BARKER
---------------------------------
Timothy J. Barker, Authorized
Officer for each of the
corporations above
INPUT OF TEXAS, L.P. (formerly
known as Input of Texas, Inc.)
By: Input Management, Inc.,
its general partner
By: /s/ TIMOTHY J. BARKER
---------------------------------
Timothy J. Barker, Vice President
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - Page 8
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LIFO SYSTEMS, L.P. (formerly known
as LIFO Systems, Inc.)
By: LIFO Management, Inc.,
its general partner
By: /s/ TIMOTHY J. BARKER
---------------------------------
Timothy J. Barker, Vice President
PERMANENT RECORDS, L.P. (successor,
by merger, to Texas Medical Record
Service Acquisition Corp. and
Permanent Records Acquisition Corp.)
By: Permanent Records Management,
Inc., its general partner
By: /s/ TIMOTHY J. BARKER
---------------------------------
Timothy J. Barker, Vice President
IMC, L.P.
By: IMC Management, Inc.,
its general partner
By: /s/ TIMOTHY J. BARKER
---------------------------------
Timothy J. Barker, Vice President
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT - Page 9
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[F.Y.I. INCORPORATED LOGO]
F.Y.I. EXPANDS CREDIT FACILITY TO $125 MILLION AND ANNOUNCES ACQUISITION
DALLAS, August 20, 1999--F.Y.I. Incorporated (Nasdaq: FYII), one of the nation's
largest providers of document and information outsourcing solutions, and
recently recognized by FORTUNE magazine as one of America's 100 fastest growing
companies, today announced that F.Y.I.'s line of credit has been expanded to
$125 million. In addition, F.Y.I. has completed the acquisition of Exigent
Computer Group, Inc. based in San Ramon, CA.
The amended line of credit, with Paribas, Bank of America, Bank One, Texas
Capital Bank and Wells Fargo participating as lenders, expands the previous line
of credit by $25 million to $125 million.
"This line of credit expansion, combined with strong positive cash flow, gives
F.Y.I. the financial flexibility to continue to execute our acquisition program
into the year 2000," said Ed H. Bowman, Jr., president and CEO of F.Y.I. "With
the strength of F.Y.I.'s balance sheet, our strategy to utilize a higher cash
component in our acquisition program has led to an average mix of approximately
85% cash/15% stock in our 1999 transactions."
Exigent is an image and workflow systems integration firm whose primary markets
are in the western U.S. Exigent is an IBM image systems reseller, and sells to
customers in several industries, with a significant emphasis in the state and
local government arenas, and with several FORTUNE 1000 companies.
"The addition of Exigent to our systems integration segment, referred to as
F.Y.I. IMAGE Solutions, gives us an important West Coast presence, supplementing
our present systems integration operations in the East and Midwest," said Mr.
Bowman. "This also will strengthen our position in the state and local
government areas, where systems integration and information management
outsourcing opportunities are abundant."
"The acquisition of Exigent brings our 1999 total acquired annual revenue to
more than $80 million which meets our full year acquisition target," said Thomas
C. Walker, chairman and chief development. "Most importantly, the strategic
integration of this and other recent acquisitions will enable F.Y.I. to augment
its services from both a geographic and technical perspective."
F.Y.I. Incorporated was recently named one of America's 100 Fastest Growing
Companies by FORTUNE magazine based on revenue growth, earnings per share
growth, and total shareholder return. F.Y.I. is a leading, national,
single-source provider of document and information outsourcing solutions.
Headquartered in Dallas, the company serves clients in information-intensive
industries such as healthcare, legal, banking, insurance and government. F.Y.I.
was founded in 1994 and now employs more than 9,000. The company operates in 39
states, Washington D.C., Puerto Rico, Mexico and the Grenadines. Visit the
F.Y.I. website at www.fyii.com.
The statements in this press release which are not historical fact are
forward-looking statements that involve risks and uncertainties including, but
not limited to, developments of the risks detailed in F.Y.I. Incorporated's
filings with the Securities and Exchange Commission.
Contact: John Peschier, Director - Investor Relations (214) 953-7683
