-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U99/sQQf071yDhgkgsBPdDD6q0Ik2wNRoOxPymv5rCTZWhdHgeQymXYMz3ooZk02 qKJpP/V8bmO2SiXcp7iTag== 0000912057-01-523607.txt : 20010713 0000912057-01-523607.hdr.sgml : 20010713 ACCESSION NUMBER: 0000912057-01-523607 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010712 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORE INC CENTRAL INDEX KEY: 0000880238 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 042828817 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19600 FILM NUMBER: 1680114 BUSINESS ADDRESS: STREET 1: 18881 VON KARMAN AVE STREET 2: STE 1750 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 6173226400 MAIL ADDRESS: STREET 1: 18881 VON KARMAN AVE STREET 2: SUITE 1750 CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: PEER REVIEW ANALYSIS INC DATE OF NAME CHANGE: 19930328 8-K 1 a2054027z8-k.txt 8-K 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): JULY 12, 2001 CORE, INC. (Exact name of registrant as specified in its charter) Commission file number 0-19600 MASSACHUSETTS 04-2828817 -------------------------------------------- ------------------------------- (state or other jurisdiction of incorporation)(IRS employer identification no.) 18881 VON KARMAN AVENUE, SUITE 1750, IRVINE, CALIFORNIA 92612 ------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (949) 442-2100 CORE, INC. ITEM 1. CHANGES IN CONTROL OF REGISTRANT. On July 12, 2001, pursuant to the Agreement and Plan of Merger dated as of March 29, 2001, (the "Merger Agreement") by and among CORE, INC., a Massachusetts corporation ("CORE"), Fortis, Inc., a Nevada corporation ("Fortis") and CORE Merger Sub, Inc., a Massachusetts corporation and a wholly owned subsidiary of Fortis ("Merger Sub"), Merger Sub was merged with and into CORE. CORE, the surviving corporation, became a wholly-owned Fortis subsidiary. Pursuant to the terms of the Merger Agreement, each share of CORE Common Stock has become convertible into the right to receive $4.92 in cash, without interest. Fortis expects to pay approximately $45 million in cash consideration to CORE stockholders for 100% of the outstanding shares of CORE Common Stock. Fortis also expects to pay approximately $300,000 to holders of CORE stock options with an exercise price less than $4.92 per share. In connection with the closing of the merger, CORE has repaid approximately $10.9 million of its outstanding debt. Fortis is using internally generated funds for these payments. On July 12, 2001, CORE and Fortis issued a press release relating to the merger. The press release has been filed herewith as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED: Not applicable. (b) PRO FORMA FINANCIAL INFORMATION: Not applicable. (c) EXHIBITS: EXHIBIT NUMBER DESCRIPTION 2.1 Agreement and Plan of Merger, dated as of March 29, 2001, by and among CORE, INC., Fortis, Inc. and CORE Merger Sub, Inc. Filed as Exhibit 2.1 to Registrant's Current Report on Form 8-K, filed March 30, 2001, and incorporated herein by reference. 3.1 Articles of Merger of CORE, INC. and CORE Merger Sub, Inc., filed with the Secretary of State of the Commonwealth of Massachusetts on July 12, 2001. 99.1 Press Release 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. CORE, INC. Date: July 12, 2001 By: /s/ James T. Fallon --------------------------------- James T. Fallon Co-President EX-3.1 2 a2054027zex-3_1.txt EXHIBIT 3.1 Exhibit 3.1 FEDERAL IDENTIFICATION FEDERAL IDENTIFICATION NO. 04-2828817 NO. 04-3567751 ------------------ ------------------ THE COMMONWEALTH OF MASSACHUSETTS William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 ARTICLES OF * * MERGER (GENERAL LAWS, CHAPTER 156B, SECTION 78) * / *merger of CORE, INC. ----------------------------------- ----------------------------------- and ----------------------------------- ----------------------------------- CORE Merger Sub, Inc. -----------------------------------, the constituent corporations, into CORE, Inc. -----------------------------------, * / *one of the constituent corporations. The undersigned officers of each of the constituent corporations certify under the penalties of perjury as follows: 1. An agreement of * / *merger has been duly adopted in compliance with the requirements of General Laws, Chapter 156B, Section 78, and will be kept as provided by Subsection (d) thereof. The * / *surviving corporation will furnish a copy of said agreement to any of its stockholders, or to any person who was a stockholder of any constituent corporation, upon written request and without charge. 2. The effective date of the * / *merger determined pursuant to the agreement of * / *merger shall be the date approved and filed by the Secretary of the Commonwealth. If a LATER effective date is desired, specify such date which shall not be more than THIRTY DAYS after the date of filing: 3. (FOR A MERGER) **The following amendments to the Articles of Organization of the SURVIVING corporation have been effected pursuant to the agreement of merger: The Preferred Stock, no par value, has been eliminated. The purpose of the surviving corporation is to provide integrated disability management services, employee absence management services, healthcare related review and consulting services and to engage in any lawful business, operation or activity for which corporations may be organized under the Massachusetts Business Corporation Law. *Delete the inapplicable word. **If there are no provisions state "None". NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON SEPARATE 8 1/2 X 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET AS LONG AS EACH ARTICLE REQUIRING EACH ADDITION IS CLEARLY INDICATED. (FOR A CONSOLIDATION) (a) The purpose of the RESULTING corporation is to engage in the following business activities: N/A (b) State the total number of shares and the par value, if any, of each class of stock which the RESULTING corporation is authorized to issue.
- ----------------------------------------------------------------------------------- WITHOUT PAR VALUE WITH PAR VALUE - ----------------------------------------------------------------------------------- TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE - ----------------------------------------------------------------------------------- Common: N/A Common: N/A - ----------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------- Preferred: Preferred: - ----------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------
**(c) If more than one class of stock is authorized, state a distinguishing designation for each class and provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of each class and of each series then established. N/A **(d) The restrictions, if any, on the transfer of stock contained in the agreement of consolidation are: N/A **(e) Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders: N/A ** If there are no provisions state "None". 4. The information contained in Item 4 is NOT a PERMANENT part of the Articles of Organization of the * /*surviving corporation. (a) The street address of the * /*surviving corporation in Massachusetts is: (POST OFFICE BOXES ARE NOT ACCEPTABLE) 88 Black Falcon Avenue, Suite 353, Boston, Massachusetts 02210-2414 (b) The name, residential address, and post office address of each director and officer of the * /*surviving corporation is:
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS President: James T. Fallon 35 Essex Drive 178 Middle Street Yarmouth, ME 04096 Portland, ME 04101 Treasurer & Clerk: Bradley J. Timon 2 Birchmont 18881 Von Karman Avenue Aliso Viejo, CA 92956 Irvine, CA 92612 Directors: Robert B. Pollock 66 Leonard St, Apt. 108 One Chase Manhattan Plaza New York, NY 10013 New York, NY 10005 Mark A. Andruss 5620 Walnut 2323 Grand Boulevard Kansas City, MO 64064 Kansas City, MO 64108-2670 Drew Desky 415 W. 55th St, Apt. 1D One Chase Manhattan Plaza New York, NY 10019 New York, NY 10005
(c) The fiscal year (i.e. tax year) of the * /*surviving corporation shall end on the last day of the month of: December (d) The name and business address of the resident agent, if any, of the * /*surviving corporation is: Stephen M. Kane, Esq., Rich May, a Professional Corporation 176 Federal Street, Boston, MA 02110 The undersigned officers of the several constituent corporations listed above further state under the penalties of perjury as to their respective corporations that the agreement of * /*merger has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporation in the manner required by General Laws, Chapter 156B, Section 78. /s/ Craig C. Horton , *President /* - ----------------------------------------------------- /s/ Bradley J. Timon , *Clerk /* - ----------------------------------------------------- of CORE, INC. --------------------------------------------------------------------------, (NAME OF CONSTITUENT CORPORATION) /s/ Drew Desky , *President /* - ----------------------------------------------------- /s/ Donna Graham , *Clerk /* - ----------------------------------------------------- of CORE Merger Sub, Inc. --------------------------------------------------------------------------. (NAME OF CONSTITUENT CORPORATION) * DELETE THE INAPPLICABLE WORDS. THE COMMONWEALTH OF MASSACHUSETTS ARTICLES OF *MERGER (GENERAL LAWS, CHAPTER 156B, SECTION 78) ==================================================================== I hereby approve the within Articles of *Merger and, the filing fee in the amount of $________________, having been paid, said articles are deemed to have been filed with me this ___ day of _________, 20__. EFFECTIVE DATE: _____________________________________________________ WILLIAM FRANCIS GALVIN SECRETARY OF THE COMMONWEALTH TO BE FILLED IN BY CORPORATION PHOTOCOPY OF DOCUMENT TO BE SENT TO: Stephen M. Kane, Esq. ---------------------------------------------------------------------- Rich May, a Professional Corporation ---------------------------------------------------------------------- 176 Federal Street, Boston, MA 02110 ---------------------------------------------------------------------- Telephone: (617) 556-3827 ------------------------------------------------------------ EX-99.1 3 a2054027zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 FORTIS, INC. COMPLETES ACQUISITION OF CORE, INC. TRANSACTION REINFORCES COMMITMENT OF BOTH COMPANIES TO SUPPORTING CONTINUED GROWTH AND INDUSTRY LEADERSHIP NEW YORK, NY and IRVINE, Calif., July 12, 2001 - Fortis, Inc., part of the international Fortis group [BSE: FOR and AMS: FOR], and CORE, INC. ("CORE") [Nasdaq: CORE], today announced the completion of the acquisition of CORE. CORE is a leading provider of employee absence management nationwide and a major provider of disability reinsurance management services to middle-market insurance carriers. As announced on March 29, 2001, Fortis, Inc. agreed to acquire all of the shares of CORE for approximately $45 million in the aggregate. In connection with the closing of the merger, CORE has also repaid approximately $10.9 million of its outstanding debt. As a result of the merger, each outstanding CORE share was converted into the right to receive $4.92 in cash, without interest. As soon as practicable, the paying agent will mail to CORE stockholders of record at the close of the merger transmittal instructions for submitting share certificates to the paying agent for payment. J. Kerry Clayton, president and chief executive officer of Fortis, Inc., said, "Fortis, Inc.'s acquisition of CORE represents an important step forward in our strategy to build and manage a select portfolio of U.S. specialty businesses that are leaders in their respective markets. CORE's recognized expertise in employee absence management will provide us with cutting-edge knowledge and R&D that we can leverage across our businesses. We also expect to realize improvements in pricing accuracy and duration case management through direct access to CORE's data warehouse, COREbase(TM), the most comprehensive proprietary repository of clinical experience and benchmark data in the industry. Our non-medical group insurance business, Fortis Benefits, will also benefit from CORE's institutional knowledge of and expertise in disability services and solutions, including clinical disability management and Family and Medical Leave Act (FMLA) administration. "CORE complements our existing niche businesses and is an ideal partner to help Fortis, Inc. seize exciting new opportunities for growth and innovation," Mr. Clayton concluded. James T. Fallon, co-president of CORE, said: "Our combination with Fortis, Inc. will strengthen our position as a leading provider of employee absence management and disability reinsurance management services. Fortis, Inc., backed by Fortis' global reach and financial strength, has the resources and operational expertise to help CORE execute on our current strategy to grow our businesses and increase our market share." Michael D. Lachance, co-president of CORE, added: "CORE's mix of products and services have made us a leader in our markets and an expert in our industry. CORE's expertise and leadership will provide Fortis, Inc.'s businesses with valuable new tools to remain leaders in the markets they serve. Together, we will continue to offer our clients innovative and industry-leading services." George C. Carpenter IV, CORE's chairman and chief executive officer, will continue to work with CORE to help complete the transition. Craig C. Horton will become executive vice president of national accounts, taking on a significant leadership role in strategy and large account management. As a wholly owned subsidiary of Fortis, Inc., CORE will maintain its operations in California, Maine, Maryland, Massachusetts, Michigan and Minnesota. CORE will also maintain the company name as well as the names of its subsidiaries, products and divisions. ABOUT CORE, INC. CORE is a leading independent provider of employee absence management, covering 1.8 million employees nationwide. CORE combines proprietary clinical systems with a staff of experienced nurses, physicians, benefits specialists and claims professionals to help employers reduce absences, increase employee satisfaction and improve workplace productivity. CORE employs nearly 600 employees in offices nationwide and serves over 350 clients, including numerous Fortune 500 clients. For more information, visit the company's website at www.coreinc.com. ABOUT FORTIS, INC. Fortis, Inc. is a financial services company that, through its operating companies and affiliates, has built leadership positions in a number of specialty insurance market segments in the U.S. The companies of Fortis, Inc. are leading providers of individual, temporary and small group health insurance; group disability, life and dental insurance; preneed funeral insurance; credit related insurance products and services; and membership and extended service programs. Fortis, Inc. is part of Fortis, an international financial services provider active in the fields of insurance, banking and investment. Fortis employs approximately 70,000 people worldwide and offers a broad range of financial services. In its home market, the Benelux countries, Fortis occupies a leading position and offers a broad range of financial services to individuals, companies and the public sector. Outside its home market, Fortis concentrates on selected market segments. At year-end 2000, Fortis had total assets in excess of $410 billion. As one of the world's largest financial services companies, Fortis ranks 26th on the Fortune 'Global 500' and 33rd on the Forbes 'World Super 50' (July 24, 2000). For more information, visit the company's website at www.fortis.com. CONTACTS FORTIS, INC. CORE, INC. Investors: Investors/Media: Drew Desky Mona Baset Winn (212) 859-7030 (949) 442-2109 drew.desky@us.fortis.com mona.baset-winn@coreinc.com Media: Melissa Kivett (212) 859-7029 melissa.kivett@us.fortis.com FORTIS BENEFITS Media: Kathy Kelley (816) 474-2392 kathy.kelley@us.fortis.com -----END PRIVACY-ENHANCED MESSAGE-----