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UNITED STATES
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): March 24, 1999
INTERIM SERVICES INC.
(Exact name of registrant as specified in its charter)
Delaware 0-23198 36-3536544
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309
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(Address, including zip code, of principal executive office)
(954) 938-7600
Registrant's telephone number, including area code
NOT APPLICABLE
(Former name, former address and fiscal year, if changed since last report)
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ITEM 5. OTHER EVENTS.
On March 24, 1999, Interim Services Inc., a Delaware corporation
("Interim"), Interim Merger Corporation, a Delaware corporation and a
wholly-owned subsidiary of Interim ("Sub"), and Norrell Corporation, a Georgia
corporation ("Norrell"), entered into an Agreement and Plan of Merger (the
"Merger Agreement"). The Merger Agreement provides for the merger (the "Merger")
of Norrell with and into Sub. Pursuant to the terms of the Merger Agreement, the
shareholders of Norrell will receive 0.9 share of Interim's common stock, par
value $.01 per share ("Interim Common Stock"), in exchange for each share of
Norrell's common stock, no par value ("Norrell Common Stock"). The shareholders
of Norrell may elect to receive cash (referred to herein as a "Cash Election")
with respect to their shares of Norrell Common Stock (the shares relating to
such Cash Election are referred to herein as "Cash Election Shares") in lieu of
Interim Common Stock in the Merger in an amount per share equal to the greater
of (i) 0.9 times the average closing price of Interim Common Stock on the New
York Stock Exchange for the 20 consecutive full trading days ending on the close
of trading on the second trading day immediately preceding the effective date of
the Merger (the "Effective Date") or (ii) $16.00; provided, that if (a) the
number of Cash Election Shares would result in the sum of (i) the aggregate
amount of the cash payments to be made with respect to all Cash Elections plus
(ii) all payments made since March 24, 1996 by Norrell or its affiliates in
connection with extraordinary dividends or the purchase or redemption of Norrell
Common Stock (the sum of the amounts determined pursuant to clauses (a) (i) and
(ii) above is referred to herein as the "Deemed Cash Purchase Price") to exceed
49% (the "Percentage Maximum") of the sum of (x) the aggregate amount of the
Deemed Cash Purchase Price plus (y) the aggregate fair market value of the
shares of Interim Common Stock to be received in the Merger (with shares of
Interim Common Stock being valued for this purpose based upon the closing price
of Interim Common Stock on the New York Stock Exchange on the trading day
immediately preceding the Effective Date) or (b) the aggregate amount of the
cash payments to be made with respect to all Cash Elections would exceed $175
million (the "Maximum Cash Payment"); then the aggregate number of Cash Election
Shares shall be reduced on pro rata basis among all shareholders of Norrell
making Cash Elections to the highest number of Cash Election Shares that causes
neither the Percentage Maximum nor the Maximum Cash Payment to be exceeded.
Further, in the event that Cash Elections are made with respect to less than 10%
of the issued and outstanding shares of Norrell Common Stock, the principal
shareholder of Norrell has agreed to make Cash Elections with respect to such
number of his shares of Norrell Common Stock which would result in at least 10%
of the aggregate consideration to be paid to shareholders of Norrell in the
Merger to be made in cash. The terms of the Agreement and the amount of
consideration paid for the Merger were determined through arms-length
negotiations among the parties.
The closing of the Merger is subject to certain conditions including
approval of the Merger by the shareholders of Interim and Norrell and certain
regulatory approvals, including those required under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.
Copies of (i) the press release issued by Interim and Norrell on March
25, 1999 announcing the Merger (ii) the Merger Agreement and (iii) the
Irrevocable Proxy and Merger Consideration Election Agreement dated March 24,
1999 are attached hereto as Exhibits 99.1, 2.1 and 99.2, respectively, and are
incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a)&(b) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED AND
PRO FORMA FINANCIAL INFORMATION.
Pursuant to the provisions of Item 7(a)(4) of Form 8-K, the
Registrant intends to file by amendment such required
financial statements and pro forma financial information as
soon as practical, but not later than 60 days after the date
that this Form 8-K is required to be filed.
(c) EXHIBITS.
2.1 Merger Agreement dated as of March 24, 1999, by and
among Interim Services Inc., Interim Merger
Corporation and Norrell Corporation.
99.1 Press Release dated March 25, 1999.
99.2 Irrevocable Proxy and Merger Consideration Election
Agreement dated March 24, 1999.
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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.
INTERIM SERVICES INC.
Date: March 30, 1999 By: /s/ Raymond Marcy
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Raymond Marcy
Chairman, President and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit Description
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2.1 Agreement and Plan of Merger dated as of March 24, 1999, by
and among Interim Services Inc., Interim Merger Corporation
and Norrell Corporation.
99.1 Press Release dated March 25, 1999.
99.2 Irrevocable Proxy and Merger Consideration Election
Agreement dated March 24, 1999