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) November 7, 1997
ALTERNATIVE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware Commission file number 0-23940 38-2791069
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Tri-State International, Suite 300, Lincolnshire, IL 60069
(Address of principal executive offices) (Zip code)
(847) 317-1000
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(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
On November 7, 1997, Alternative Resources Corporation (ARC) purchased all of
the outstanding stock of CGI Corporation (the "Company") from Compagnie Generale
d'Informatique, a wholly-owned subsidiary of IBM Corporation. The purchase
included the Company's 88.62% interest in CGI Systems, Inc. (the "Subsidiary"),
a subsidiary of the Company, as well as a buyout of the 11.38% minority
interests in the Subsidiary.
CGI Corporation functions as a holding company for CGI Systems, Inc. CGI
Systems, Inc. provides a range of information technology (IT) services including
IT supplemental staffing; network solutions including network implementation and
Lotus Notes practices; applications development practices; and application
consulting practices for SAP, data warehousing and other applications.
Headquartered in suburban Philadelphia, PA, CGI Systems operates from seven
locations within the U.S. The acquisition is a strategic expansion of ARC's
service offerings in the IT staffing and managed services area, which will allow
for a broader base of solutions to an increasingly sophisticated information
technology marketplace.
The initial purchase price was $60 million with a potential additional payout
of up to $20 million over the next three years if certain targets are
achieved. The purchase price was financed with cash from short-term
investments and borrowings under a $75 million revolving credit facility with
American National Bank.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of businesses acquired.
(b) Pro forma financial information
It is impractical to provide the required financial statements and pro
forma financial information as of this date. The required financial
statements and pro forma financial information will be filed as a Form 8-K/A
with the Commission as soon as practicable, but not later than January
21, 1998, as required.
(c) Exhibits
(2) Stock Purchase and Sale Agreement Dated as of October 6, 1997
Among Alternative Resources Corporation, Compagnie Generale
d'Informatique, Joseph R. Ferrandino, Thomas K. Sheridan and
International Business Machines Corporation.
(2a) Amendment Number One Dated as of November 7, 1997 to Stock
Purchase and Sale Agreement Dated as of October 6, 1997 Among
Alternative Resources Corporation, Compagnie Generale
d'Informatique, Joseph R. Ferrandino, Thomas K. Sheridan and
International Business Machines Corporation.
(2b) I/T Staffing Revenues Escrow Agreement By and Among Compagnie
Generale d'Informatique, Joseph R. Ferrandino, Thomas K.
Sheridan, Alternative Resources Corporation and Harris Trust and
Savings Bank Dated November 7, 1997.
(2c) Credit agreement Dated November 7, 1997
Schedules to the above such agreements have been omitted but will
be furnished to the Commission upon request. Page 2 SIGNATURES
Page 2
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.
ALTERNATIVE RESOURCES CORPORATION
Date: November 22, 1997 /s/ Bradley K. Lamers
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Bradley K. Lamers
Vice President, Chief Financial Officer,
Secretary and Treasurer
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
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NUMBER
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Stock Purchase and Sale Agreement Dated as of
October 6, 1997 Among Alternative Resources Corporation,
Compagnie Generale d'Informatique, Joseph R. Ferrandino,
Thomas K. Sheridan and International Business Machines
Corporation.
2a Amendment Number One Dated as of November 7, 1997
to Stock Purchase and Sale Agreement Dated as of
October 6, 1997 Among Alternative Resources Corporation,
Compagnie Generale d'Informatique, Joseph R.
Ferrandino, Thomas K. Sheridan and International
Business Machines Corporation.
2b I/T Staffing Revenues Escrow Agreement By and Among
Compagnie Generale d'Informatique, Joseph R.
Ferrandino, Thomas K. Sheridan, Alternative Resources
Corporation and Harris Trust and Savings Bank Dated
November 7, 1997.
2c Credit Agreement Dated November 7, 1997.