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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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BUSINESS RESOURCE GROUP
(NAME OF SUBJECT COMPANY (ISSUER))
BRG ACQUISITION CORPORATION
(OFFEROR)
BR HOLDINGS LLC, BUSINESS RESOURCE HOLDINGS, INC., THREE CITIES FUND III, L.P.
(OFFEROR AFFILIATES)
(NAMES OF FILING PERSONS (IDENTIFYING STATUS AS OFFEROR, ISSUER, OR OTHER
PERSON))
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COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
12329K 10 4
(CUSIP NUMBER OF CLASS OF SECURITIES)
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With copies to:
J. WILLIAM UHRIG DAVID W. BERNSTEIN, ESQ.
BRG ACQUISITION CORPORATION CLIFFORD CHANCE ROGERS & WELLS LLP
C/O THREE CITIES RESEARCH, INC. 200 PARK AVENUE,
650 MADISON AVENUE, NEW YORK, NEW YORK 10166-0153
NEW YORK, NEW YORK 10022 (212) 878-8000
(212) 838-9660
(NAME, ADDRESS AND TELEPHONE NO. OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF FILING PERSONS)
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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N/A(1) $0.00(1)
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(1) No filing fee is required pursuant to general instruction D of Schedule TO.
/ / Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the offsetting fee with which the offsetting
fee was previously paid. Identify the previous filing by registration
statement number, or the Form of Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Parties: N/A
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Form or Registration No.: N/A Date Filed: N/A
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/x/ Check the box if the filing relates solely to preliminary
communications made before commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
/x/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/x/ going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
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BRG ACQUISITION CORPORATION TO ACQUIRE
BUSINESS RESOURCE GROUP
IN A CASH TENDER OFFER FOR $9.25 PER SHARE
New York, New York - July 7, 2000, BRG Acquisition Corporation and
Business Resource Group (NASDAQ: BRGP) today jointly announced that they have
executed a definitive merger agreement under which BRG Acquisition Corporation
will commence a cash tender offer to acquire all of the outstanding shares of
Business Resource Group, other than those owned by BRG Acquisition Corporation
or its affiliates at the expiration of the offer, for $9.25 per share. The
tender offer is scheduled to expire at 5:00 p.m., New York City time, on August
7, 2000.
BRG Acquisition is wholly owned by BR Holdings LLC. BR Holdings is majority
owned by investment funds advised by Three Cities Research, Inc.
If at least 51% of the Business Resource Group shares which BRG Acquisition or
its affiliates do not own are tendered in response to the tender offer, BRG
Acquisition will be merged into Business Resource Group in a cash merger in
which shareholders will receive $9.25 per share, and Business Resource Group
will become a subsidiary of BR Holdings. BR Holdings currently has commitments
to acquire approximately 6% of the outstanding Business Resource Group shares
prior to the expiration of the tender offer.
The merger agreement has been approved by the board of directors of Business
Resource Group upon the recommendation of a committee of directors not
affiliated with BRG Acquisition Corporation or its stockholders.
The cash tender offer of $9.25 for each Business Resource Group share represents
a total value for Business Resource Group of approximately $46 million. The
tender offer is not conditioned upon financing.
In connection with the transaction, the chief executive officer and three other
senior officers of Business Resource Group have agreed to maintain an equity
interest in the company after the completion of the transaction and have entered
into employment agreements with BRG Acquisition that will take effect when the
merger is completed.
John W. Peth, Business Resource Group president and chief executive officer
stated "We believe that this transaction provides significant value to our
existing stockholders. In addition, we are very excited about our new
partnership with Three Cities. We believe that this relationship will enhance
the company's market position and provide additional resources to help meet our
long-term strategic objectives."
The Three Cities Funds are primarily engaged in making control investments in
medium-sized companies, where its investment can lead to a meaningful, positive
influence on the future direction of the enterprise.
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Business Resource Group provides comprehensive, single-sourced workspace product
and service solutions specializing in the cost-effective management of change in
business facilities.
The tender offer described in this announcement has not yet commenced, and this
announcement is neither an offer to purchase nor a solicitation of an offer to
sell securities nor a recommendation with respect to the tender offer. The
tender offer will be made only through an Offer to Purchase and related Letter
of Transmittal. A tender offer statement on Schedule TO will be filed with the
Securities and Exchange Commission ("SEC") by July 10, 2000, and a
recommendation statement on Schedule 14D-9 will be filed with the SEC by
Business Resource Group, in connection with the transaction. We urge Business
Resource Group shareholders to read the tender offer statement and the
recommendation statement when they become available because they contain
important information. When the tender offer statement, recommendation statement
and other documents are filed with the SEC, investors will be able to obtain
copies of these documents and other filed documents relating to Business
Resource Group and the transaction for free at the SEC's web site, www.sec.gov.
In addition, copies of the tender offer statement and other documents relating
to the transaction will be available free of charge from the offeror, BRG
Acquisition Corp., at D.F. King & Co., Inc. 77 Water Street, New York, New York
10005 (800) 758-5378. Copies of the recommendation statement and other documents
relating to Business Resource Group and to the transaction will be available
free of charge from Business Resource Group at 2150 North First Street, Suite
101, San Jose, California 95131 (408) 325-3200.
THIS PRESS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS, AS THAT TERM IS
DEFINED IN THE PRIVATE SECURITIES REFORM ACT OF 1995, INCLUDING WITHOUT
LIMITATION, STATEMENTS CONCERNING EACH COMPANY'S EXPECTATIONS, BELIEFS,
INTENTIONS OR STRATEGIES REGARDING THE FUTURE. BECAUSE SUCH STATEMENTS DEAL WITH
FUTURE EVENTS, THEY ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES AND ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM EACH COMPANY'S CURRENT EXPECTATIONS. ALL
FORWARD-LOOKING STATEMENTS INCLUDED IN THIS DOCUMENT ARE BASED ON INFORMATION
AVAILABLE TO EACH COMPANY AT THE DATE HEREOF, AND EACH COMPANY ASSUMES NO
OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS. FURTHER RISKS ARE
DETAILED IN BUSINESS RESOURCE GROUP'S FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING THOSE SET FORTH IN BUSINESS RESOURCE GROUP'S MOST RECENT
10-K.
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