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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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 5, 1999
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BANCTEC, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-9859 75-1559633
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
4851 LBJ FREEWAY,
12TH FLOOR
DALLAS, TEXAS 75244
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (972) 341-4000
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On April 5, 1999, BancTec, Inc., a Delaware corporation ("BancTec"),
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Colonial Acquisition Corp., a Delaware corporation ("Newco"). The Merger
Agreement contemplates the merger (the "Merger") of Newco with and into BancTec.
Under the terms of the Merger Agreement, approximately 97% of BancTec's common
stock, par value $0.01 per share ("BancTec Common Stock"), will be converted
into the right to receive $18.50 in cash per share. BancTec's current
stockholders will retain the remaining shares, which will be approximately 6.5%
of the post-Merger common stock. Newco has agreed to seek an independent third
party investor to buy an estimated 6.5% of BancTec's post-Merger common stock.
If Newco arranges for such an investor to make such a purchase, BancTec's
current stockholders will receive $18.50 in cash for 100% of their shares.
The Merger is conditioned upon, among other things, approval of the
stockholders of BancTec, receipt of financing and upon certain regulatory
approvals. A copy of the Merger Agreement is attached as an exhibit hereto and
is incorporated herein by reference in its entirety.
A copy of the press release issued by BancTec announcing the execution of
the Merger Agreement is attached as an exhibit hereto and is incorporated herein
by reference in its entirety.
Effective as of May 26, 1998, BancTec amended and restated its Rights
Agreement, dated as of May 26, 1998 (the "First Amended and Restated Rights
Agreement"). The text of the First Amended and Restated Rights Agreement is
attached hereto as an exhibit and is incorporated herein by reference in its
entirety. In addition, BancTec has amended the First Amended and Restated
Rights Agreement to provide, among other things, that Newco and its affiliates
will not be deemed an Acquiring Person (as such term is defined in the First
Amended and Restated Rights Agreement) and the First Amended and Restated Rights
Agreement will expire immediately prior to the effective time of the Merger.
The text of the amendment is attached hereto as an exhibit and is incorporated
herein by reference in its entirety.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
2.1 -- Agreement and Plan of Merger, dated April 5, 1999, by and
between BancTec, Inc. and Colonial Acquisition Corp.
4.1 -- First Amended and Restated Rights Agreement, dated April 5,
1999, between BancTec, Inc. and American Stock Transfer &
Trust Company
4.2 -- Amendment No. 1 to Rights Agreement, dated April 5, 1999,
between BancTec, Inc. and American Stock Transfer & Trust
Company
99.1 -- Press release dated April 5, 1999
99.2 -- Letter agreement dated April 5, 1999, among Welsh, Carson,
Anderson & Stowe VIII, L.P., Colonial Acquisition Corp. and
BancTec, Inc.
99.3 -- Letter agreement dated April 5, 1999, between Welsh, Carson,
Anderson & Stowe VIII, L.P. and Colonial Acquisition Corp.
99.4 -- Letter agreement dated April 5, 1999, between WCAS Capital
Partners III, L.P. and Colonial Acquisition Corp.
99.5 -- Letter agreement dated April 5, 1999, among Welsh, Carson,
Anderson & Stowe VIII, L.P., Chase Securities Inc. and Chase
Bank of Texas, N.A.
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 thereunto duly authorized.
BANCTEC, INC.
By: /s/ Tod V. Mongan
Name: Tod V. Mongan
Title: Senior Vice President
Date: April 7, 1999
EXHIBIT INDEX
Exhibit
Number Exhibit Title
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2.1 -- Agreement and Plan of Merger, dated April 5, 1999, by and
between BancTec, Inc. and Colonial Acquisition Corp.
4.1 -- First Amended and Restated Rights Agreement, dated April 5,
1999, between BancTec, Inc. and American Stock Transfer & Trust
Company
4.2 -- Amendment No. 1 to Rights Agreement, dated April 5, 1999,
between BancTec, Inc. and American Stock Transfer & Trust
Company
99.1 -- Press release dated April 5, 1999
99.2 -- Letter agreement dated April 5, 1999, among Welsh, Carson,
Anderson & Stowe VIII, L.P., Colonial Acquisition Corp. and
BancTec, Inc.
99.3 -- Letter agreement dated April 5, 1999, between Welsh, Carson,
Anderson & Stowe VIII, L.P. and Colonial Acquisition Corp.
99.4 -- Letter agreement dated April 5, 1999, between WCAS Capital
Partners III, L.P. and Colonial Acquisition Corp.
99.5 -- Letter agreement dated April 5, 1999, among Welsh, Carson,
Anderson & Stowe VIII, L.P., Chase Securities Inc. and Chase
Bank of Texas, N.A.