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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 24, 1999
Norrell Corporation
(Exact Name of Registrant as Specified in Charter)
Georgia 1-14018 58-0953079
(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)
of Incorporation)
3535 Piedmont Road, N.E.
Atlanta, Georgia 30305
(Address of Principal Executive Offices)
(404) 240-3000
(Registrant's telephone number, including area code)
Not applicable.
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On March 24, 1999, Norrell Corporation, a Georgia corporation (the
"Company"), Interim Services Inc., a Delaware corporation ("Interim"), and
Interim Merger Corporation, a Delaware corporation and a wholly owned subsidiary
of Interim ("Sub"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which the shareholders of the Company will receive 0.9
shares (the "Merger Shares") of Interim common stock, par value $.01 per share
(the "Interim Common Stock"), for each share of the Company's common stock, no
par value (the "Company Common Stock"). In lieu of Interim Common Stock,
shareholders of the Company may elect to receive a cash payment (a "Cash
Election") with respect to their shares of Company Common Stock (such shares
relating to such Cash Election hereinafter referred to as "Cash Election
Shares") equal to the greater of (i) 0.9 times the Base Period Trading Price, as
described below, or (ii) $16.00, for each share of Company Common Stock held by
such shareholder (together with the Merger Shares, the "Merger Consideration");
provided that the aggregate number of Cash Election Shares may be reduced on a
pro rata basis among all shareholders of the Company in the event the number of
Cash Election Shares exceeds certain limitations as set forth in the Merger
Agreement. The Base Period Trading Price is the average of the daily closing
sales prices for shares of Interim Common Stock for the twenty consecutive days
on which such shares are actually traded, ending at the close of trading on the
second trading day immediately prior to the effective time of the Merger, as
described below.
Pursuant to the terms of the Merger Agreement, as soon as practicable
after the satisfaction of the terms and conditions set forth therein, the
Company will be merged with and into Sub (the "Merger") with Sub surviving the
Merger as a wholly owned subsidiary of Interim. At the time at which the Merger
is consummated, each then outstanding share of Common Stock (other than shares
of Common Stock held as treasury stock of the Company) will be converted into
the right to receive the Merger Consideration.
The Merger is conditioned upon, among other things, the approval of
the Merger Agreement and related transactions by the holders of a majority of
the issued and outstanding shares of Company Common Stock, the approval of the
Merger Agreement and related transactions by the holders of a majority of the
issued and outstanding shares of Interim Common Stock and the approval of the
Merger and related transactions by certain regulatory authorities.
A press release announcing the execution of the Merger Agreement was
released by the Company on March 25, 1999 (the "Press Release").
The Merger Agreement and the Press Release are attached hereto as
Exhibits 99.1 and 99.2, respectively, and each is incorporated herein by
reference in its entirety. The foregoing summary does not purport to be
complete and is qualified in its entirety by reference to such Exhibits.
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Item 7. Exhibits
99.1 Agreement and Plan of Merger by and among Interim Services Inc.,
Interim Merger Corporation and Norrell Corporation, dated as of March
24, 1999.
99.2 Press Release, dated March 25, 1999, issued jointly by Norrell
Corporation and Interim Services Inc.
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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.
NORRELL CORPORATION
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(Registrant)
Date: March 30, 1999 By /s/ MARK H. HAIN
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Mark H. Hain
Senior Vice President
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Agreement and Plan of Merger by and among Interim Services Inc.,
Interim Merger Corporation and Norrell Corporation, dated as of March
24, 1999.
99.2 Press Release, dated March 25, 1999, issued jointly by Norrell
Corporation and Interim Services Inc.
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