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 24, 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 Identification No.)
of Incorporation)
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 5. Other Events.
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 will
acquire PwC's Business Recovery Services Division. The acquisition of the
Business Recovery Services Division is subject to Hart-Scott-Rodino review and
is expected to close late in the third quarter of 2002. The purchase price will
include approximately $140.0 million of cash plus 3.0 million shares of FTI
common stock. The cash portion of the purchase price will be financed by FTI
from its existing cash and a new senior bank credit facility, which will consist
of a term loan of approximately $75.0 million and a revolving credit line.
A press release issued by FTI on July 24, 2002 announcing the
acquisition is attached as an exhibit hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
2.1 Agreement for the Purchase and Sale of Assets dated as of
July 24, 2002, by and between PricewaterhouseCoopers LLP
and FTI Consulting, Inc.
99.1 Press Release dated July 24, 2002, of FTI Consulting, Inc.
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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 hereunto duly authorized.
FTI CONSULTING, INC.
By: /s/ Jack B. Dunn, IV
-------------------------
Jack B. Dunn, IV
Chairman of the Board and
Chief Executive Officer
Date: July 26, 2002
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EXHIBIT INDEX
Exhibit Description
2.1 Agreement for the Purchase and Sale of Assets dated as of
July 24, 2002, by and between PricewaterhouseCoopers LLP
and FTI Consulting, Inc. FTI will furnish to the
Securities and Exchange Commission a copy of any omitted
schedule or exhibit upon request.
99.1 Press Release dated July 24, 2002, of FTI Consulting, Inc.
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