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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 19, 1998
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Date of report (Date of earliest event reported)
THE SOURCE INFORMATION MANAGEMENT COMPANY
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(Exact Name of Registrant as Specified in its Charter)
MISSOURI
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(State or Other Jurisdiction of Incorporation)
0-26238 43-1710906
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(Commission File Number) (IRS Employer Identification No.)
11644 LILBURN PARK ROAD, ST. LOUIS, MISSOURI 63146
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(Address of Principal Executive Offices) (Zip Code)
(314) 995-9040
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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THE SOURCE INFORMATION MANAGEMENT COMPANY
FORM 8-K
ITEM 5: OTHER EVENTS.
On November 19, 1998, the Registrant issued a press release announcing
that it had signed letters of intent to acquire the assets and assume specified
liabilities of two front-end fixture manufacturers and their affiliates. The
Registrant expects the acquisition of MYCO, Inc. and an affiliated real estate
holding company to be consummated on January 7, 1999 and expects the acquisition
of Chestnut Display Systems, Inc. ("Chestnut") and an affiliate of Chestnut to
be completed on or around February 1, 1999. The Registrant expects to acquire
the assets of these companies for an aggregate of approximately $16.25 million
cash and approximately $4.5 million in the Registrant's stock.
On December 2, 1998, the Registrant issued a press release announcing
that it had signed a letter of intent to acquire the assets and assume specified
liabilities of Yeager Industries, Inc. ("Yeager"), another front-end fixture
manufacturer. The Registrant expects to complete this acquisition by January 15,
1999. The Registrant plans to acquire the assets of Yeager for approximately
$500,000 cash and 142,860 shares of the Registrant's stock.
Following these acquisitions, the Registrant expects its combined
revenues to be in excess of $55 million for the fiscal year ending January 31,
2000, and anticipates that the acquisitions will be accretive to earnings. All
of the proposed acquisitions are subject to the negotiation of definitive
agreements, due diligence and other customary conditions.
The information contained in this report includes statements regarding
matters which are not historical facts (including statements regarding the
plans, beliefs or expectations of The Source Information Management Company)
which are forward-looking statements within the meaning of the federal
securities law. When used in this report, the words "anticipates," "plans,"
"expects" and similar expressions are intended to identify forward-looking
statements. Because such forward-looking statements involve certain risks and
uncertainties, the Registrant's actual results and the timing of certain events
could differ materially from those discussed herein. Factors that could cause or
contribute to such differences include, but are not limited to: increased
competition; significant changes in the marketing strategies of publishers; and
the inability of the Registrant to successfully manage its expansion, assimilate
acquired entities and the availability of suitable acquisition candidates.
Investors are also directed to consider other risks and uncertainties discussed
in other reports previously and subsequently filed by the Registrant with the
Securities and Exchange Commission. Readers are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the date hereof.
The Registrant undertakes no obligation to publicly release the results of any
revisions to those forward-looking statements which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
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The full text of the press releases are attached hereto as Exhibits
99.1 and 99.2 and are hereby incorporated herein by reference in their entirety.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Registrant's Press Release issued November 19, 1998.
99.2 Registrant's Press Release issued December 2, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE SOURCE INFORMATION MANAGEMENT
COMPANY
Date: December 10 , 1998 By: /s/ W. Brian Rodgers
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W. Brian Rodgers, Chief Financial
Officer
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EXHIBIT 99.1
Contact:
W. Brian Rodgers
Chief Financial Officer
314-995-9040
http://www.sorc-info.com
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THE SOURCE INFORMATION MANAGEMENT COMPANY ANNOUNCES
PLANS TO ACQUIRE TWO FRONT-END FIXTURE MANUFACTURERS
COMPANY EXPECTS REVENUES WILL EXPAND MORE THAN 230 PERCENT
ST. LOUIS, NOVEMBER 19, 1998--The Source Information Management Company (NASD:
SORC) announced today that it has signed letters of intent to acquire the assets
of two leading front-end fixture manufacturers and their affiliates, whose
combined business is believed to represent more than one-third of the total
front-end manufacturing industry. Source expects to complete acquisition of
MYCO, Inc., and its real estate holding company, RY, Inc., in Rockford, Ill., on
Jan. 7, 1999, and Chestnut Display Systems, Inc., and Chestnut Display
Systems-North, Inc., out of Jacksonville, Fla., on or around Feb. 1, 1999. The
acquisitions are subject to negotiation of definitive agreements, due diligence
and other customary conditions.
Source plans to acquire the assets of both companies and their affiliates for
$16.25 million cash and approximately $4.5 million in stock. Combined revenues
of the companies, including Source, are expected to be in excess of $50 million
by Jan. 31, 2000, with anticipation that these acquisitions will be accretive to
earnings.
MYCO and its real estate affiliate employ some 180 people. Chestnut Display and
Chestnut Display-North employ 106 people. Management is expected to continue
working at both companies. Included in the MYCO acquisition is a 350,000
square-foot manufacturing facility in Rockford, Ill. Source also will lease two
manufacturing facilities as part of its Chestnut Display acquisitions, one in
Greenville, S.C., and the other in Jacksonville, Fla. Source also will assume
all specified liabilities.
"The management at Source is very excited about the acquisition of these leading
fixture manufacturers," said S. Leslie Flegel, chairman and chief executive
officer. "Currently, Source provides a valuable information management product
called SourcePro that helps retailers maximize the value of merchandise sold in
the front-end area. With the addition of these companies, Source is essentially
vertically integrated in the front-end management business.
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(more)
SOURCE ANNOUNCES PLANS TO ACQUIRE FIXTURE MANUFACTURERS--ADD ONE
That integration allows us to rely on ourselves to create the fixtures that best
serve vendors who place merchandise at the check-out, as well as our retailers."
Flegel continued: "The acquisition also offers wonderful possibilities for our
new on-line Interactive Communications Network, or ICN. Currently, ICN helps
retailers ensure magazine bar code accuracy using a streamlined Internet
encrypted site, while providing publishers with an effective tool to market new
titles or special issues. Now, with the acquisition of MYCO and Chestnut
Display, we can expand the reach of ICN to vendors like Wrigley, Gillette, Kodak
and others, who display their merchandise at the front-end. We see no end to the
myriad ways we can integrate our new manufacturing business with ICN, our latest
innovative product."
The Source Information Management Company (NASD: SORC) provides front-end rebate
collection and information services to approximately 825 retailers in the United
States and Canada via nine offices throughout the continent. Through continued
growth and expansion, including merger or acquisition of eight companies since
its formation in 1995, Source now serves approximately 75 percent of the
magazine industry. The company's innovative technology and systems have enabled
an expansion of its core retail display allowance business, bringing to the
market both front-end management and interactive communications between
publishers and retailers. With the acquisition of MYCO, Inc., and Chestnut
Display, Inc., Source now provides front-end fixture manufacturing services.
SAFE HARBOR STATEMENT:
The information contained in this release includes statements regarding matters
which are not historical facts (including statements regarding the plans,
beliefs or expectations of The Source Information Management Company) which are
forward-looking statements within the meaning of the federal securities law.
When used in this press release, the words "believes," "anticipates," "intends,"
"expects" and similar expressions are intended to identify forward-looking
statements. Because such forward-looking statements involve certain risks and
uncertainties, the company's actual results and the timing of certain events
could differ materially from those discussed herein. Factors that could cause or
contribute to such differences include, but are not limited to: increased
competition; significant changes in the marketing strategies of publishers; and
the inability of the company to successfully manage its expansion and the
availability of suitable acquisition candidates. Investors are also directed to
consider other risks and uncertainties discussed in other reports previously and
subsequently filed by the company with the Securities and Exchange
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(more)
SOURCE ANNOUNCES PLAN TO ACQUIRE FIXTURE MANUFACTURERS--ADD TWO
Commission. Readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date hereof. The company undertakes no
obligation to publicly release the results of any revisions to those
forward-looking statements which may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
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EXHIBIT 99.2
Contact:
W. Brian Rodgers
Chief Financial Officer
314-995-9040
http://www.sorc-info.com
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THE SOURCE INFORMATION MANAGEMENT COMPANY ANNOUNCES
PLANS TO ACQUIRE ITS THIRD FRONT-END FIXTURE COMPANY
ST. LOUIS, DECEMBER 2, 1998--The Source Information Management Company (NASD:
SORC) announced today that it has signed a letter of intent to acquire the
assets and assume the liabilities of another front-end fixture company. This
follows the Company's November 19th announcement of its letters of intent to
acquire MYCO, Inc. and Chestnut Display Systems, Inc. Source expects to complete
acquisition of Yeager Industries, Inc., a $7 million in sales Company located in
Philadelphia, Pennsylvania, by January 15, 1999. This acquisition compliments
the planned acquisitions of MYCO in Rockford, Illinois and Chestnut in
Jacksonville, Florida and Greenville, South Carolina by adding a modern facility
in the northeast. As in the case with MYCO and Chestnut, the acquisition is
subject to negotiation of definitive agreements, due diligence and other
customary conditions.
Source plans to acquire the assets of the company for approximately $500,000
cash and 142,860 shares of stock. Combined revenues of the four companies,
including Source, are expected to be in excess of $55 million for the year
ending January 31, 2000, with anticipation that these acquisitions will be
accretive to earnings.
Yeager employs approximately 114 people. Management is expected to continue
working at the company. Included in the acquisition is a 120,000 square-foot
manufacturing facility in Philadelphia, Pennsylvania which is equipped with
state of the art robotic welders and programmable wire bending equipment.
"We anticipate that the acquisition of Yeager, along with MYCO and Chestnut,
will enhance our front-end management capability and expand the reach of our
most exciting Internet product, Interactive Communications Network, or ICN, to
vendors who display their merchandise at the front-end," said S. Leslie Flegel,
chairman and chief executive officer. "ICN is potentially one of the most
significant category management tools offered to retailers and is currently
actively used by many of the Source's largest retail clients such as Kmart,
7-11, A & P and W.H. Smith. There are multiple uses for the Source Internet
network
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which provides unique marketing opportunities for the targeted users including
the publishing community and other vendors who display products at the checkouts
in mass market retail outlets. A critical element has been added to ICN that
communicates buying activity instantaneously via e-mail to all members of the
manufacturing and distribution channels."
The Source Information Management Company (NASD: SORC) provides front-end rebate
collection and information services to approximately 825 retailers in the United
States and Canada via nine offices throughout the continent. The company's
innovative technology and systems have enabled an expansion of its core retail
display allowance business, bringing to the market both front-end management and
interactive communications between vendors and retailers. With the planned
acquisitions of MYCO, Inc., Chestnut Display, Inc., and Yeager Industries, Inc.,
Source will provide front-end fixture manufacturing, thus expanding service
capabilities to its retailer and vendor clients.
SAFE HARBOR STATEMENT:
The information contained in this release includes statements regarding matters
which are not historical facts (including statements regarding the plans,
beliefs or expectations of The Source Information Management Company) which are
forward-looking statements within the meaning of the federal securities law.
When used in this press release, the words "believes," "anticipates," "intends,"
"expects" and similar expressions are intended to identify forward-looking
statements. Because such forward-looking statements involve certain risks and
uncertainties, the company's actual results and the timing of certain events
could differ materially from those discussed herein. Factors that could cause or
contribute to such differences include, but are not limited to: increased
competition; significant changes in the marketing strategies of publishers; and
the inability of the company to successfully manage its expansion, assimilate
acquired entities and the availability of suitable acquisition candidates.
Investors are also directed to consider other risks and uncertainties discussed
in other reports previously and subsequently filed by the company with the
Securities and Exchange Commission. Readers are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the date hereof.
The company undertakes no obligation to publicly release the results of any
revisions to those forward-looking statements which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
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