-----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, RZFKpp2aBN/4jTcqP7z4JpR133Xu/hA4k7MajWeduL9UHUAkR2AxP+WrZo+t8v+m 1V35rYOKlorSM0qGoiCTpg== 0000889812-00-003092.txt : 20000714 0000889812-00-003092.hdr.sgml : 20000714 ACCESSION NUMBER: 0000889812-00-003092 CONFORMED SUBMISSION TYPE: SC14D9C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000711 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BUSINESS RESOURCE GROUP CENTRAL INDEX KEY: 0000945028 STANDARD INDUSTRIAL CLASSIFICATION: 5020 IRS NUMBER: 770150337 STATE OF INCORPORATION: CA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC14D9C SEC ACT: SEC FILE NUMBER: 005-45031 FILM NUMBER: 670891 BUSINESS ADDRESS: STREET 1: 2150 N FIRST ST STREET 2: STE 101 CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4083253200 MAIL ADDRESS: STREET 1: 2150 NORTH FIRST STREET SUITE 101 CITY: SAN JOSE STATE: CA ZIP: 95131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BUSINESS RESOURCE GROUP CENTRAL INDEX KEY: 0000945028 STANDARD INDUSTRIAL CLASSIFICATION: 5020 IRS NUMBER: 770150337 STATE OF INCORPORATION: CA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC14D9C BUSINESS ADDRESS: STREET 1: 2150 N FIRST ST STREET 2: STE 101 CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4083253200 MAIL ADDRESS: STREET 1: 2150 NORTH FIRST STREET SUITE 101 CITY: SAN JOSE STATE: CA ZIP: 95131 SC 14D9 1 0001.txt SCHEDULE 14D-9 - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ BUSINESS RESOURCE GROUP (NAME OF SUBJECT COMPANY) BUSINESS RESOURCE GROUP (NAME OF PERSON(S) FILING STATEMENT) COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) ------------------------ 12329K 10 4 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ JOHN W. PETH PRESIDENT AND CHIEF EXECUTIVE OFFICER BUSINESS RESOURCE GROUP 2150 NORTH FIRST STREET, SUITE 101 SAN JOSE, CALIFORNIA 95131 (408) 325-3200 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) ------------------------ With a copy to: SCOTT D. BLICKENSTAFF, ESQ. ORRICK, HERRINGTON & SUTCLIFFE LLP 1020 MARSH ROAD MENLO PARK, CALIFORNIA 94025 (650) 614-7400 /x/ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- EX-99.A 2 0002.txt PRESS RELEASE EXHIBIT 99. (A) BRG ACQUISITION CORPORATION TO ACQUIRE BUSINESS RESOURCE GROUP IN A CASH TENDER OFFER FOR $9.25 PER SHARE New York, New York - July 7, 2000, BRG Acquisition Corporation and Business Resource Group (NASDAQ: BRGP) today jointly announced that they have executed a definitive merger agreement under which BRG Acquisition Corporation will commence a cash tender offer to acquire all of the outstanding shares of Business Resource Group, other than those owned by BRG Acquisition Corporation or its affiliates at the expiration of the offer, for $9.25 per share. The tender offer is scheduled to expire at 5:00 p.m., New York City time, on August 7, 2000. BRG Acquisition is wholly owned by BR Holdings LLC. BR Holdings is majority owned by investment funds advised by Three Cities Research, Inc. If at least 51% of the Business Resource Group shares which BRG Acquisition or its affiliates do not own are tendered in response to the tender offer, BRG Acquisition will be merged into Business Resource Group in a cash merger in which shareholders will receive $9.25 per share, and Business Resource Group will become a subsidiary of BR Holdings. BR Holdings currently has commitments to acquire approximately 6% of the outstanding Business Resource Group shares prior to the expiration of the tender offer. The merger agreement has been approved by the board of directors of Business Resource Group upon the recommendation of a committee of directors not affiliated with BRG Acquisition Corporation or its stockholders. The cash tender offer of $9.25 for each Business Resource Group share represents a total value for Business Resource Group of approximately $46 million. The tender offer is not conditioned upon financing. In connection with the transaction, the chief executive officer and three other senior officers of Business Resource Group have agreed to maintain an equity interest in the company after the completion of the transaction and have entered into employment agreements with BRG Acquisition that will take effect when the merger is completed. John W. Peth, Business Resource Group president and chief executive officer stated "We believe that this transaction provides significant value to our existing stockholders. In addition, we are very excited about our new partnership with Three Cities. We believe that this relationship will enhance the company's market position and provide additional resources to help meet our long-term strategic objectives." The Three Cities Funds are primarily engaged in making control investments in medium-sized companies, where its investment can lead to a meaningful, positive influence on the future direction of the enterprise. Business Resource Group provides comprehensive, single-sourced workspace product and service solutions specializing in the cost-effective management of change in business facilities. The tender offer described in this announcement has not yet commenced, and this announcement is neither an offer to purchase nor a solicitation of an offer to sell securities nor a recommendation with respect to the tender offer. The tender offer will be made only through an Offer to Purchase and related Letter of Transmittal. A tender offer statement on Schedule TO will be filed with the Securities and Exchange Commission ("SEC") by July 10, 2000, and a recommendation statement on Schedule 14D-9 will be filed with the SEC by Business Resource Group, in connection with the transaction. We urge Business Resource Group shareholders to read the tender offer statement and the recommendation statement when they become available because they contain important information. When the tender offer statement, recommendation statement and other documents are filed with the SEC, investors will be able to obtain copies of these documents and other filed documents relating to Business Resource Group and the transaction for free at the SEC's web site, www.sec.gov. In addition, copies of the tender offer statement and other documents relating to the transaction will be available free of charge from the offeror, BRG Acquisition Corp., at D.F. King & Co., Inc. 77 Water Street, New York, New York 10005 (800) 758-5378. Copies of the recommendation statement and other documents relating to Business Resource Group and to the transaction will be available free of charge from Business Resource Group at 2150 North First Street, Suite 101, San Jose, California 95131 (408) 325-3200. THIS PRESS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS, AS THAT TERM IS DEFINED IN THE PRIVATE SECURITIES REFORM ACT OF 1995, INCLUDING WITHOUT LIMITATION, STATEMENTS CONCERNING EACH COMPANY'S EXPECTATIONS, BELIEFS, INTENTIONS OR STRATEGIES REGARDING THE FUTURE. BECAUSE SUCH STATEMENTS DEAL WITH FUTURE EVENTS, THEY ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM EACH COMPANY'S CURRENT EXPECTATIONS. ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS DOCUMENT ARE BASED ON INFORMATION AVAILABLE TO EACH COMPANY AT THE DATE HEREOF, AND EACH COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS. FURTHER RISKS ARE DETAILED IN BUSINESS RESOURCE GROUP'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THOSE SET FORTH IN BUSINESS RESOURCE GROUP'S MOST RECENT 10-K. 2 -----END PRIVACY-ENHANCED MESSAGE-----