SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20552
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): April 18, 1997
INTERIM SERVICES 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)
0-23198
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(Commission File Number)
36-3536544
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(IRS Employer Identification no.)
2050 SPECTRUM BOULEVARD
FORT LAUDERDALE, FLORIDA 33309-3008
(954) 938-7780
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(Address, including zip code, and telephone number
of principal executive offices)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 18, 1997, Interim Services (UK) PLC ("Interim UK"), a wholly-owned
subsidiary of Interim Services Inc. (the "Company"), acquired 74.8% of the
outstanding ordinary share capital of Michael Page Group PLC ("Michael Page")
pursuant to a cash tender offer with a loan note alternative (the "Tender
Offer") to Michael Page's public shareholders. When aggregated with the 17.3%
ownership held by Interim UK as a result of open market purchases made since the
announcement of the Tender Offer, Interim UK's holdings totaled approximately
92% of the outstanding ordinary share capital of Michael Page.
Agreement as to the terms of the Tender Offer was publicly announced by the
boards of Michael Page and the Company on March 3, 1997 and the Tender Offer was
commenced in the United Kingdom by Interim on March 14, 1997. On April 18, 1997,
Interim UK declared the Tender Offer "unconditional" in all respects and payment
for the tendered shares was made on May 2, 1997. Interim UK expects to acquire
the remaining outstanding Michael Page shares by June 9, 1997 pursuant to United
Kingdom statutory powers available to compulsorily acquire shares not purchased
in a tender offer.
The per share price for the fully diluted shares of Michael Page, excluding
the ordinary dividend declared March 3, 1997, will be (pound)5.50, or $8.92
based upon conversion rates at May 1, 1997. The aggregate consideration paid for
the 48,349,087 shares acquired pursuant to the Tender Offer to date was
$413,372,223, based on such conversion rate. A total of $95,664,638 was paid for
the 10,721,550 shares purchased in the open market, excluding the effects of the
ordinary dividend declared March 3, 1997. The Company and Interim UK (the
"Borrowers") obtained such funds from borrowings of approximately $509,036,861
under a $675,000,000 syndicated credit agreement entered into as of May 1, 1997
(the "Credit Facility"). The Credit Facility consists of a revolving loan
facility of $400,000,000 and a term loan of $275,000,000. Interest rates on
amounts outstanding under the Credit Facility are based on LIBOR plus a variable
margin, determined by certain financial tests. The lenders under the Credit
Facility are NationsBank N.A., individually and as agent, The First National
Bank of Chicago, individually and as documentation agent, The Sanwa Bank
Limited, Bank of Tokyo- Mitsubishi Trust Company, Barnett Bank, N.A., Bank of
Montreal, Comerica Bank, Hibernia National Bank, ABN AMRO Bank NV, The Fuji Bank
and Trust Company, The Industrial Bank of Japan, Limited, Atlanta Agency, Fleet
National Bank, Morgan Guaranty Trust Company of New York, The Chase Manhattan
Bank, The Sumitomo Bank, Limited and The Bank of New York. Borrowings under the
Credit Facility are secured by the Borrowers' pledge of the stock of their
subsidiaries and are guaranteed by the Company's subsidiaries. The borrowings
under the term portion of the Credit Facility mature on May 1, 2003, subject to
prepayment by the Company at any time.
Michael Page is a market leader in the recruitment of accounting, finance,
sales and marketing, information technology and legal professionals for both
permanent and temporary positions under the Michael Page brand name. In
addition, Michael Page operates businesses under the Accountancy Additions and
Sales Recruitment Specialists brand names for junior positions within these
disciplines. During 1996, Questor, an executive search and selection
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business, was also founded in the UK by Michael Page. In addition
to its leading position in the UK's executive recruitment industry, the group
has developed its international business with positions in France, The
Netherlands, Germany, Australia, Singapore, Spain and Hong Kong. In total
Michael Page operates 41 offices in eight countries.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The required audited financial statements of Michael Page Group PLC shall
be filed by amendment on or before May 30, 1997.
(b) PRO FORMA FINANCIAL INFORMATION.
The required pro forma financial information concerning the acquisition of
Michael Page Group PLC shall be filed by amendment on or before May 30, 1997.
The Company has also completed acquisitions of various other businesses
throughout the current fiscal year including repurchases of several of its
licenses, one of its franchises and an acquisition in the following lines of
business: corporate outplacement, retained search and contingency recruiting.
Aggregate financial information with respect to these acquisitions will be
included in the pro forma financial information to be so filed.
(c) EXHIBITS.
The following exhibits are filed with this report:
Number Description
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99.1 Press release dated March 3, 1997.
99.2 Press release dated April 7, 1997.
99.3 Press release dated April 21, 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, thereunto duly authorized.
INTERIM SERVICES INC.
DATE: May 2, 1997 By: John B. Smith, Esq.
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John B. Smith, Esq.
Senior Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press release dated March 3, 1997.
99.2 Press release dated April 7, 1997.
99.3 Press release dated April 21, 1997.
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