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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
Date of Report: July 1, 2000 (Date of earliest event reported):
THE BISYS GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19922 13-3532663
(State or other jurisdiction of (Commission File (IRS Employer
of incorporation) Number) Identification No.)
150 CLOVE ROAD, LITTLE FALLS, NEW JERSEY 07424
(Address of principal executive offices)
(973) 812-8600
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On July 1, 2000, pursuant to a Stock Purchase Agreement dated
as of May 26, 2000 (the "Stock Purchase Agreement") between PRIMEDIA INC.
("PRIMEDIA") and the registrant, the registrant acquired from PRIMEDIA all of
the issued and outstanding shares of the capital stock (the "Shares") of
Pictorial Holdings, Inc., the parent company of Pictorial, Inc. ("Pictorial").
Pictorial is a provider of pre-licensing and continuing education training
materials for insurance carriers, agencies and agents. The total consideration
paid to PRIMEDIA at the closing was $129,000,000 in cash, of which $25,000,000
in cash was paid for a covenant not to compete and $500,000 in cash was paid
for certain transition services which PRIMEDIA will perform for the registrant
for the balance of the calendar year 2000. The consideration paid by the
registrant for the Shares is subject to a post-closing adjustment based upon a
determination after the closing date of assets and liabilities of Pictorial as
of the closing date. The purchase price was determined by arms'-length
negotiation between the registrant and PRIMEDIA and took into account
Pictorial's historical business and financial performance and prospects,
multiples of revenues and earnings paid for businesses in similar industries
and the registrant's assessment of the future value of the Pictorial business
to the businesses of the registrant and its subsidiaries. The source of the
registrant's funds for the consideration paid to PRIMEDIA was available cash of
the registrant and a borrowing by the registrant under its existing Credit
Agreement, dated as of June 30, 1999, among the registrant, the lenders from
time to time parties thereto, The Chase Manhattan Bank, BankOne, First Union
National Bank and Fleet Bank, National Association, as co-agents thereunder,
and The Bank of New York, as Administrative Agent. The business of Pictorial
will be added to the businesses of the registrant's subsidiary, BISYS Education
Services, Inc.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired
Audited consolidated financial statements of
Pictorial Holdings, Inc. for the year ended December 31, 1999.
(b) Pro Forma Financial Information
Pro forma consolidated balance sheet of the
registrant at June 30, 2000 and pro forma consolidated
statement of operations of the registrant for the fiscal year
ended June 30, 2000.
The registrant intends to file the financial statements and
pro forma financial information required by this item by
amendment to this report not later than 60 days after the date
on which this report was required to be filed.
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(c) Exhibits
2.1 Stock Purchase Agreement dated as of May 26, 2000 between
PRIMEDIA Inc. and The BISYS Group, Inc.
99.1 Press release of The BISYS Group, Inc. dated June 1, 2000.
99.2 Press release of The BISYS Group, Inc. dated July 5, 2000.
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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, thereunto duly authorized.
THE BISYS GROUP, INC.
(Registrant)
By:/s/ Lynn J. Mangum
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Lynn J. Mangum
Chairman and Chief Executive Officer
Dated: July 13, 2000
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INDEX TO EXHIBITS
Exhibit No. Description
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2.1 Stock Purchase Agreement dated as of May 26, 2000 between
PRIMEDIA Inc. and The BISYS Group, Inc. (Schedules omitted but
will be furnished supplementally to the Commission upon
request).
99.1 Press release of The BISYS Group, Inc. dated June 1, 2000.
99.2 Press release of The BISYS Group, Inc. dated July 5, 2000.