SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 30, 2002
FTI Consulting, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland 001-14875 52-1261113
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
900 Bestgate Road, Suite 100, Annapolis, Maryland 21401
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code: (410) 224-8770
Item 2. Acquisition or Disposition of Assets.
On July 24, 2002, FTI Consulting, Inc. ("FTI") entered into an Agreement
for the Purchase and Sale of Assets (the "Purchase Agreement") by and between
FTI and PricewaterhouseCoopers LLP ("PwC"), pursuant to which FTI agreed to
acquire certain assets and assume certain liabilities of PwC's U.S. Business
Recovery Services Division (BRS). BRS is one of the leading providers of
bankruptcy, turnaround and financial restructuring services to businesses in the
United States. On August 30, 2002, FTI completed the acquisition of BRS. The
purchase price plus other acquisition costs included approximately $143.0
million of cash and 3.0 million shares of FTI common stock valued at $101.9
million. The 3.0 million shares of common stock issued for BRS were valued using
the average stock price of FTI for the five day period beginning two days before
and ending two days after July 24, 2002. FTI financed the cash portion of the
purchase price from its existing cash and a new credit facility that it entered
into with Bank of America, N.A. on August 30, 2002.
On September 13, 2002, FTI filed a report on Form 8-K with the
Securities and Exchange Commission stating that FTI had completed the
acquisition and that the required financial statements and pro forma financial
information would be filed within 60 days after the initial filing. This Form
8-K/A contains the required financial statements and information.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Acquired Business. Audited financial
statements of PricewaterhouseCoopers Business Recovery Services
Excluding its Broker/Dealer Activities at June 30, 2000, 2001 and
2002, and for each of the three years in the period ended June 30,
2002, including notes thereto, are attached as Exhibit 99.1
hereto.
(b) Pro Forma Financial Information. Unaudited pro forma combined
statements of income for the year ended December 31, 2001 and the
six-month period ended June 30, 2002, including notes thereto, and
unaudited pro forma combined balance sheet at June 30, 2002,
including notes thereto, are attached as Exhibit 99.2 hereto.
(c) Exhibits.
10.1 First Amendment dated as of September 20, 2002 to the
Credit Agreement dated as of August 30, 2002, by and among
FTI Consulting, Inc. and its subsidiaries named therein,
Bank of America, N.A., as Administrative Agent, Swing Line
Lender and L/C Issuer, and the other lenders and the
arranger and book manager named therein.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors
99.1 Audited financial statements of PricewaterhouseCoopers
Business Recovery Services Excluding its Broker/Dealer
Activities at June 30, 2000, 2001 and 2002, and for each of
the three years in the period ended June 30, 2002,
including notes thereto.
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99.2 Unaudited pro forma combined statements of income for the
year ended December 31, 2001 and the six-month period ended
June 30, 2002, including notes thereto, and unaudited pro
forma combined balance sheet at June 30, 2002, including
notes thereto.
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SIGNATURES
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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.
FTI CONSULTING, INC.
By: /s/ Theodore I. Pincus
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Theodore I. Pincus
Executive Vice President and
Chief Financial Officer
Date: October 9, 2002
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EXHIBIT INDEX
Exhibit Description
10.1 First Amendment dated as of September 20, 2002 to the Credit
Agreement dated as of August 30, 2002, by and among FTI Consulting,
Inc. and its subsidiaries named therein, Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, and the other
lenders and the arranger and book manager named therein.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors
99.1 Audited financial statements of PricewaterhouseCoopers Business
Recovery Services Excluding its Broker/Dealer Activities at June 30,
2000, 2001 and 2002, and for each of the three years in the period
ended June 30, 2002, including notes thereto.
99.2 Unaudited pro forma combined statements of income for the year ended
December 31, 2001 and the six-month period ended June 30, 2002,
including notes thereto, and unaudited pro forma combined balance
sheet at June 30, 2002, including notes thereto.
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