-----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, JG3GFERIz8xLP8W14BAMdPQDo5IwMcwlyPn0bRXF914+heSZNHTFnNTGTepXBjdc G/HuTcXZfIs7iGEBRZUihQ== /in/edgar/work/20000816/0000889812-00-003564/0000889812-00-003564.txt : 20000922 0000889812-00-003564.hdr.sgml : 20000922 ACCESSION NUMBER: 0000889812-00-003564 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000816 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: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-45031 FILM NUMBER: 704326 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: SC 14D9/A 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/A 1 0001.txt AMENDMENT NO. 2 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (RULE 14D-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2*) ------------------------ 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) ------------------------ HARRY S. ROBBINS 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. STEVEN J. TONSFELDT, ESQ. ORRICK, HERRINGTON & SUTCLIFFE LLP VENTURE LAW GROUP 1020 MARSH ROAD 2800 SAND HILL ROAD MENLO PARK, CALIFORNIA 94025 MENLO PARK, CALIFORNIA 94025 (650) 614-7400 (650) 854-4488
/ / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. * Constituting the final amendment to this Schedule 14D-9 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 2, the final amendment, to the Solicitation/ Recommendation Statement on Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed on July 21, 2000 by Business Resource Group, a California corporation (the "Company" or "BRG"), relating to a tender offer by Purchaser Corporation, a Delaware corporation ("Purchaser"), disclosed in a tender offer statement on Schedule TO dated July 14, 2000, to purchase all outstanding shares (other than shares held by Purchaser and its affiliates) of common stock of the Company (the "Shares") at a price of $9.25 per Share, net to the seller in cash, without interest (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 14, 2000 and the related Letter of Transmittal. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 14D-9. ITEM 8. ADDITIONAL INFORMATION. Item 8 is hereby amended and supplemented by adding the following: The Offer expired at 5:00 PM, New York City time, on August 11, 2000. Based on information provided by the Depositary, approximately 4,935,859 Shares, including 14,931 Shares tendered pursuant to guaranteed delivery procedures, or .3% of the outstanding Shares, were validly tendered and not withdrawn pursuant to the Offer. Purchaser has accepted for payment and has notified the Depositary to promptly pay for the tendered and accepted Shares, in accordance with the terms of the Offer. A copy of the joint press release, dated August 11, 2000, issued by Purchaser and the Company announcing the expiration of the Offer is attached hereto as exhibit (a)(6) and is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby amended and supplemented by adding the following exhibit: (a)(6) Joint Press Release, dated August 11, 2000, issued by Purchaser and the Company. 1 SIGNATURE AFTER DUE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT. By: /s/ HARRY S. ROBBINS -------------------------------- Name: Harry S. Robbins Title: Member, Special Committee of the Board of Directors August 16, 2000 2 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT - ------- ------------------------------------------------------------------------------------- (a)(6) -- Joint Press Release, dated August 11, 2000, issued by Purchaser and the Company
EX-99.1 2 0002.txt PRESS RELEASE Three Cities Research, Inc. 650 Madison Avenue New York, New York 10022 August 11, 2000 Company contact: W. Robert Wright II, (212) 605-3217 For Immediate Release THREE CITIES ACQUIRES BUSINESS RESOURCE GROUP SHARES NEW YORK, NEW YORK, August 11, 2000--Three Cities Research, Inc. and Business Resource Group, Inc. today announced that an investment group advised by Three Cities Research has accepted the shares of Business Resource Group common stock which were tendered in response to the investment group's $9.25 per share tender offer. A total of 4,935,859 shares, representing 92.8% of Business Resource Group's stock, was tendered in response to the tender offer, which expired at 5:00 Eastern Standard Time on August 11, 2000. In addition, two officers of Business Resource Group exchanged 319,168 Business Resource Group shares for interests in the entity through which the Three Cities investors will own Business Resource Group. This will bring the Three Cities group's ownership to 98.8%. Three Cities expects to complete shortly a merger of Business Resource Group into the Three Cites acquisition entity. In the merger, Business Resource Group stockholders other than the Three Cities investors will receive the same $9.25 per share in cash that is being paid to shareholders who tendered their shares in response to the tender offer. Following the merger, Business Resource Group will be wholly owned by the Three Cities investor group. Completion of the tender offer had been conditioned on expiration or termination of waiting periods under the Hart Scott Rodino Antitrust Improvements Act. The waiting periods were terminated on August 4. Business Resource Group provides comprehensive, single-sourced workspace product and service solutions specializing in the cost-effective management of change in business facilities. # # # -----END PRIVACY-ENHANCED MESSAGE-----