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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 17, 1997
PERSONNEL GROUP OF AMERICA, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 001-13956 56-1930691
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
6302 Fairview Road, Suite 201
Charlotte, North Carolina 28210
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(Address of Principal Executive Offices)
(Zip Code)
(704) 442-5100
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former name or address, if changed from last report)
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Item 5. Other Events.
Personnel Group of America, Inc. issued a press release on November 17,
1997 (a copy of which is attached as Exhibit 99.1), the contents of which are
incorporated herein by reference.
Item 7. Exhibits.
The following exhibit is filed as part of this report.
Exhibit 99.1 -- Press release dated November 17, 1997
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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.
Date: November 17, 1997
PERSONNEL GROUP OF AMERICA, INC.
By: /s/ KEN R. BRAMLETT, JR.
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Ken R. Bramlett, Jr.
Senior Vice President and
General Counsel
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: James C. Hunt, Senior Vice President and
Chief Financial Officer
Ken R. Bramlett, Jr., Senior Vice President
and General Counsel
PERSONNEL GROUP OF AMERICA, INC.
ANNOUNCES PLANS TO SELL NURSEFINDERS
CHARLOTTE, NC (November 17, 1997) - Personnel Group of America, Inc.
(NYSE:PGA), a leading information technology and personnel staffing services
company headquartered in Charlotte, today announced that it has signed a
definitive agreement to sell its Nursefinders business to an investment group
led by Atlantic Medical Capital, L.P. and CIBC Capital Partners for $65.25
million. The transaction is subject to standard closing conditions, and is
expected to close before the end of the year.
Nursefinders is a leading provider of home health care and supplemental
staffing services and related products. Nursefinders offers a comprehensive
program of home care services, including nursing, infusion therapies, medical
equipment and disease management programs, designed to address the needs of
managed care companies and Medicare, Medicaid and other payors. Through its
nationwide network of 98 company-operated, franchised and licensed offices,
Nursefinders generated revenues of $122.9 million and $100.1 million in 1996 and
the first nine months of 1997, respectively, and EBITDA of $8.4 million and $7.4
million for such respective periods. At September 28, 1997, Nursefinders had
total assets and working capital of $73.2 million and $16.7 million,
respectively.
PGA Chairman and Chief Executive Officer Edward P. Drudge, Jr., said,
"We are very pleased with our pending transaction with Atlantic Medical and CIBC
Capital, and believe that our agreement to sell Nursefinders allows PGA to
accomplish two very important objectives. As we have previously stated, PGA is
strategically committed to prioritizing growth in our information technology
services and commercial staffing divisions, and the sale of Nursefinders will
unlock substantial economic and management resources that we can commit at
higher returns to those sectors. We continue to believe that the reallocation of
resources from the health care sector into the information technology and
commercial staffing areas is a good move for our shareholders, and that it will
enable us to accelerate our growth rate and maximize total company returns.
"Additionally, the alignment of Nursefinders with firms truly committed
to health care, such as Atlantic Medical and CIBC Capital, should provide growth
and career development opportunities for Nursefinders and its people that simply
do not exist under PGA's ownership. Atlantic Medical's founder, Dr. Michael J.
Sinclair, has been in the home health care and related businesses for over 20
years and is committed to working toward a dramatic expansion of the
Nursefinders branch network. Under the leadership of Dr. Sinclair and his team,
we are excited about Nursefinders' prospects going forward and about the
opportunities his vision will create for Nursefinders' management and employees.
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"In 1995, the year PGA went public, Nursefinders contributed 43% of our
revenues, and PGA had no information technology services business. We made a
strategic decision to enter the IT services sector in early 1996 and since then
have developed a $300 million IT services business, which, including
Nursefinders, now represents approximately 43% of our total revenues on a pro
forma basis. Upon completion of our pending Nursefinders transaction, we will
have been successful in transforming PGA's focus and strategic direction, as IT
services will then represent almost 54% of our total revenues and nearly 70% of
operating profits on a pro forma basis. Going forward, with the strong platforms
we have already established in IT services and commercial staffing and the
resources provided from the sale of Nursefinders, we would expect to accelerate
our progress towards the goals we set for PGA in our FOCUS 2000 -Bold Growth
Aspiration plan."
Personnel Group of America, Inc. is a diversified staffing services
company providing a full range of information technology staffing and consulting
services, commercial staffing services and health care staffing services. The
Company operates through 209 offices in 37 states and the District of Columbia.
PGA's Information Technology Division is comprised of 10 companies; the
Commercial Staffing Division is comprised of 16 companies; and the Health Care
Services Division continues to operate exclusively under the Nursefinders brand.
Information contained in this press release, other than historical
information, may be considered forward-looking in nature and is subject to
various risks, uncertainties and assumptions. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
expected. Among the key factors that may have a direct bearing on the operating
results, performance or condition of the Company are fluctuations in the
economy, the degree and nature of competition and the demand for the Company's
services, changes in laws and regulations affecting the Company's business, the
Company's inability at any time to complete acquisitions and integrate the
operations of acquired business, to recruit and place temporary professionals,
to expand into new markets, and to maintain profit margins in the face of
pricing pressures, and numerous other factors discussed in PGA's filings with
the Securities and Exchange Commission.
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