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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): January 8, 1999
REALTY INFORMATION GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-24531
(Commission File No.)
52-2091509
(I.R.S. Employer Identification No.)
7475 Wisconsin Avenue
Bethesda, MD 20814
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 215-8300
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Item 2. Acquisition or Disposition of Assets.
On January 8, 1999, Realty Information Group, Inc. (the "Company")
completed the acquisition (the "Acquisition") of LeaseTrend, Inc., a
privately-held Ohio corporation ("LTI-Ohio"), by merging LTI-Ohio into a
newly-formed wholly-owned subsidiary of the Company. At the completion of the
Acquisition, the Company's wholly-owned subsidiary was renamed LeaseTrend, Inc.,
a Delaware corporation ("LTI-Delaware", or collectively with LTI-Ohio, its
predecessor, "LeaseTrend"). LeaseTrend provides building-specific tenant and
property information to the commercial real estate industry and related
industries in the following geographic markets: Charlotte; Cincinnati;
Cleveland; Columbus; Dayton; Denver; Detroit; Ft. Lauderdale; Indianapolis;
Kansas City; Louisville; Miami; Orlando; Pittsburgh; Raleigh-Durham; St. Louis;
Tampa Bay; and West Palm Beach. LeaseTrend serves approximately 300 client firms
and 3000 users.
The shareholders of LTI-Ohio received the following consideration (the
"Consideration") in exchange for 100% of the stock of LTI-Ohio: $4.5 million in
cash and 566,671 shares of the Company's common stock. The Company used cash on
hand, which the Company obtained in its initial public offering in July 1998, to
pay the cash portion of the Consideration. Under the terms of the Acquisition
agreement, the LTI-Ohio shareholders first applied part of the cash portion of
the Consideration to pay in full all of LTI-Ohio's long-term liabilities. The
LTI-Ohio shareholders may not, except under certain limited circumstances,
offer, sell, pledge, or otherwise dispose of the stock portion of the
Consideration for eighteen months following the completion of the Acquisition.
The Consideration was determined by valuing the Company's common stock at $9 per
share, its approximate price in the weeks prior to December 14, 1998, when a
binding letter of intent concerning the Acquisition was executed; the closing
price of the Company's common stock on January 8, 1999, when the Acquisition was
completed, was $18.875. The Consideration was based upon LTI-Ohio's assets
(other than intangible assets) less liabilities (other than long-term
liabilities) being equal as of December 31, 1998 to approximately negative
$772,000 and LTI-Ohio's 1998 revenues being equal to approximately $3.4 million.
The Consideration is subject to adjustment after the Company's independent
auditors complete an audit of LTI-Ohio's financial statements.
No material relationship existed between the Company and the LTI-Ohio
shareholders prior to the Acquisition. As part of the Acquisition, Fred A.
Heitzman III and Gregory Benkert, each of whom was an officer of LTI-Ohio, have
entered into three-year employment contracts with LTI-Delaware and have become
officers of both LTI-Delaware and the Company. The Company has also granted
Messrs. Heitzman and Benkert options to purchase a total of 150,000 shares of
the Company's common stock.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired.
To be filed by amendment on or before March 26, 1999.
(b) Pro forma financial information.
To be filed by amendment on or before March 26, 1999.
(c) Exhibits.
See the appended Index to Exhibits.
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.
REALTY INFORMATION GROUP, INC.
January 25, 1999 By:/s/ Frank A. Carchedi
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Frank A. Carchedi
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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2.1 Acquisition and Reorganization Agreement by and among Realty
Information Group, Inc. and LeaseTrend, Inc. and the Shareholders of
LeaseTrend, Inc. dated January 8, 1999
2.2 Agreement and Plan of Merger between LeaseTrend, Inc. and LTI
Acquisition Corp. dated January 8, 1999