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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 (Date of earliest event reported): OCTOBER 15, 1996
CORESTAFF, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction
of incorporation)
0-26970 76-0407849
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(Commission (IRS Employer I.D. Number)
File Number)
4400 POST OAK PARKWAY, SUITE 1130
HOUSTON, TEXAS 77027-3413
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(Address of principal executive offices) (Zip Code)
(713) 961-3633
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Registrant's telephone number,
including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 15, 1996, pursuant to the terms of the Asset Purchase
Agreement by and among COREStaff Acquisition Sub #6, Inc., a Delaware
corporation ("Acquisition Subsidiary") and wholly-owned subsidiary of
COREStaff, Inc., Transworld Services Group, Ltd., a Florida limited partnership
("TSGL"), Transworld Services Group I, LLC, a New Jersey limited liability
company ("TSGI"), and Transworld Services Group II, LLC, a South Carolina
limited liability company ("TSGII") (collectively, TSGL, TSGI and TSGII are
referred to as "Transworld"), and Gulf Coast Corporate Ventures, Inc., a
Florida corporation, John A. Riley ("Riley") and Joseph Raymond ("Raymond")
(collectively, Gulf Coast, Riley and Raymond are referred to as the
"Partners"), Acquisition Subsidiary purchased assets of Transworld for $18
million in cash, subject to certain post-closing adjustments, and the
assumption of certain liabilities. The sellers are also entitled to contingent
consideration of up to $6.5 million based on the increase in earnings before
interest and taxes, as defined. The purchase price for Transworld was
determined as a result of direct negotiations with Transworld and the Partners.
Transworld is headquartered in Winter Park, Florida and provides support
services in Florida, New Jersey and South Carolina.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Pursuant to an amendment to Rule 3-05 of Regulation S-X,
financial statements of the acquired business are not required.
(b) Pro Forma Financial Information
Pursuant to an amendment to Rule 3-05 of Regulation S-X, pro
forma financial information is not required.
(c) Exhibits
10.1 Asset Purchase Agreement dated September 25, 1996, among
Transworld Services Group, Ltd., Transworld Services
Group I, LLC, Transworld Services Group II, LLC,
COREStaff Acquisition Sub #6, Inc., Gulf Coast Corporate
Ventures, Inc., John A. Riley and Joseph Raymond.
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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.
CORESTAFF, INC.
(Registrant)
Dated: October 28, 1996 By: /s/ EDWARD L. PIERCE
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Edward L. Pierce
Chief Financial Officer, Senior Vice
President and Assistant Secretary
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INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Asset Purchase Agreement dated September 25, 1996, by and
among Transworld Services Group, Ltd., Transworld Services
Group I, LLC, Transworld Services Group II, LLC, COREStaff
Acquisition Sub #6, Inc., Gulf Coast Corporate Ventures,
Inc., John A. Riley and Joseph Raymond