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
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Date of Report (Date of earliest event reported):
January 22, 1999
REALTY INFORMATION GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
0-24531
(Commission File No. )
52-2091509
(I.R.S. Employer Identification No.)
7475 Wisconsin Avenue
Bethesda, Maryland, 20814
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (301) 215-8300
Item 2. Acquisition or Disposition of Assets.
On January 22, 1999, Realty Information Group, Inc. (the "Company")
completed the acquisition (the "Acquisition") of Jamison Research, Inc., a
privately-held Georgia corporation ("JRI"), by merging JRI into a newly formed
subsidiary of the Company, Jamison Acquisition Corp., a Georgia corporation
("Newco"). At the completion of the Acquisition, Newco was renamed Jamison
Research, Inc. ("New JRI"). New JRI provides building-specific tenant and
property information to the commercial real estate industry and other related
industries in the Atlanta and Dallas/Fort Worth marketplaces. New JRI serves
approximately 500 client firms and 4,000 users.
The shareholders of JRI received the following consideration (the
"Consideration") in exchange for 100% of the outstanding stock of JRI:
$5,287,027.00 in cash and 448,031 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. The JRI
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 $12.20 per share, its
approximate price in the weeks prior to January 4, 1999, when a term sheet
concerning the Acquisition was negotiated and agreed upon. The Consideration
was based upon arms-length negotiations between the parties and is subject to
adjustment after the Company's independent auditors complete an audit of JRI's
financial statements.
No material relationship existed between the Company and the JRI
shareholders prior to the Acquisition. As part of the Acquisition, Henry D.
Jamison IV, former President of JRI entered into a three-year employment
contract with New JRI and has become an officer of New JRI. The Company has
also granted Mr. Jamison an option to purchase a total of 60,000 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 April 9, 1999.
(b) Pro forma financial information.
To be filed by amendment on or before April 9, 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.
Dated: February 1, 1999.
REALTY INFORMATION GROUP, INC.
By: /s/ Frank A. Carchedi
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Frank A. Carchedi, Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
2.3 Agreement and Plan of Merger by and among Realty Information
Group, Inc., Jamison Research, Inc., Henry D. Jamison IV and Leslie Lees Jamison
dated January 6, 1999.
2.4 Amendment to Agreement and Plan of Merger by and among Realty
Information Group, Inc., Jamison Research, Inc., Jamison Acquisition Corp.,
Henry D. Jamison IV and Leslie Lees Jamison dated January 14, 1999.