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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) October 5, 1999
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CENTURY BUSINESS SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 22-2769024
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
0-25890
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(Commission File Number)
6480 Rockside Woods Blvd., South, Suite 330
Cleveland, Ohio 44131
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code (216) 447-9000
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Item 5. Other Events
On October 5, 1999, the Registrant announced that it has retained Merrill Lynch
& Co. to assist the Company in exploring alternatives to enhance shareholder
value. Under consideration are a number of alternatives, including an alliance
with a financial or strategic partner(s) and merging or selling the Company. A
copy of the press release is attached as Exhibit 99.8.
Item 7. Exhibits
The following document is filed as part of this report.
c) Exhibits
99.8 Press Release issued by the Registrant on October 5, 1999.
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.
CENTURY BUSINESS SERVICES, INC.
Date: October 7, 1999 /s/ Charles D. Hamm, Jr.
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Charles D. Hamm, Jr.
Chief Financial Officer
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[CBIZ LOGO] CENTURY BUSINESS SERVICES, INC. PRESS RELEASE
FOR IMMEDIATE RELEASE CONTACT: DAN CLARK
Vice President, Corporate Relations
Cleveland, Ohio
(216) 447-9000
CBIZ RETAINS MERRILL LYNCH TO EXPLORE ALTERNATIVES
TO ENHANCE SHAREHOLDER VALUE
Cleveland, Ohio (October 5, 1999)--Century Business Services, Inc. (NASDAQ:CBIZ)
("CBIZ") has announced that it has retained Merrill Lynch & Co. to assist the
Company in exploring strategic alternatives to enhance shareholder value. Under
consideration are a number of alternatives, including an alliance with a
financial or strategic partner(s) and merging or selling the Company.
Over the past few months, the Company has been approached by several outside
financial and strategic parties to explore exclusive business relationships. To
date, the Company has concluded that none of these relationships would result in
a sufficient enhancement of shareholder value. Commenting on the announcement,
Michael G. DeGroote, Chairman and Chief Executive Officer, stated, "Our
discussions over the past few months with various parties have led us to the
conclusion that we should examine all of our options to increase shareholder
value. The market for business services is large and rapidly growing and is
attracting increasing attention. As one of the largest companies providing a
wide array of services, we have been a major force in reshaping this industry.
Our announcement today is part of that continuing trend."
Recently ranked the seventh-largest accounting company in the country by
Accounting Today, and one of the 100 fastest-growing companies in the nation by
Fortune magazine, Century Business Services, Inc. is a leading provider of
outsourced business services to small and medium-sized companies throughout the
United States. The Company provides integrated services in the following areas:
accounting, advisory, tax, and valuation; benefits administration and insurance;
human resources and payroll; performance consulting; specialty insurance; and
information technology through its CBIZ Interactive division. These services are
provided throughout a network of more than 200 Company offices in 37 states, as
well as through its subsidiary, Century Small Business Solutions, a franchisor
of accounting services with more than 600 offices in 47 states. The Company
services approximately 110,000 business clients, of which approximately 54,000
are serviced through the Century Small Business Solutions network. Management
estimates that its clients employ more than 2.4 million employees, including
400,000 employed by clients of the Century Small Business Solutions network.
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6480 Rockside Woods Blvd., South - Suite 330 - Cleveland, OH 44131 -
Phone (216) 447-9000 - Fax (216) 447-9007
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During the past three years, CBIZ has built one of the largest independent
fee-for-service- and commission-based business outsourcing services platforms
across the nation, focusing on providing services mainly to small and mid-sized
companies through its network of trusted advisors. Over this time period,
Business Services revenue has grown from $0 to a 1999 estimate of more than $500
million, with accompanying strong profit growth and over 20% and 10% EBITDA and
net profit margins, respectively. The Company's unique `trusted advisor
relationship' business model facilitates cross-serving of customers through
powerful local and regional distribution channels across the country through its
network. CBIZ's attractive platform is positioned for continued market
consolidation in this fragmented marketplace and offers a great opportunity to
extend its leadership in offering attractive financial, insurance, and other
business products and services through its trusted advisor network.
Forward-looking statements in this release are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those projected. Such risks
and uncertainties include, but are not limited to, the Company's ability to
acquire and finance additional businesses; the Company's ability to adequately
manage its growth; the Company's dependence on the current trend of outsourcing
business services; the Company's dependence on the services of its CEO and other
key employees; the Company's ability to adequately estimate its liability
reserves for its insurance businesses; the possibility of market reverses in its
investment portfolios; competitive pricing pressures; general business and
economic conditions; and changes in governmental regulation and tax laws
affecting its insurance business or its business services operations. A more
detailed description of such risks and uncertainties may be found in the
Company's filings with the Securities and Exchange Commission.
For further information regarding CBIZ, call our Investor Relations Office
at (216) 447-9000 or visit our website at www.cbiz.com. To receive CBIZ
press releases via e-mail, please write to [email protected].
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