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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): September 28, 2001
PROQUEST COMPANY
(FORMERLY KNOWN AS BELL & HOWELL COMPANY)
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-3246 36-3580106
(Commission File Number) (I.R.S. Employer Identification Number)
300 North Zeeb Road, Ann Arbor, Michigan 48103-1553
(Address of principal executive offices) (Zip Code)
(734) 761-4700
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 28, 2001, ProQuest Company (the "Company") sold its mail
and messaging technologies unit ("MMT"), its scanners business and its financing
services business to BH Acquisition, Inc., a wholly owned subsidiary of Glencoe
Capital ("Glencoe" or "Buyer"), pursuant to a Purchase and Sale Agreement
between the Company and Glencoe dated September 20, 2001. Glencoe purchased all
the outstanding shares of Common Stock of (i) Bell & Howell Mail and Messaging
Technologies Company and its subsidiaries; (ii) Bell & Howell Mailmobile
Company; (iii) Bell & Howell Company; (iv) Bell & Howell Imaging Components,
L.L.C.; (v) Bell & Howell Postal Systems Inc.; and (vi) Bell & Howell Financial
Services Company and its subsidiaries, for a purchase price of approximately
$145 million subject to certain adjustments, including a working capital
adjustment. Approximately $22 million of the purchase price was paid pursuant to
an unsecured subordinated note due March 31, 2010 held by the Company. In the
event, the note is not repaid by March 31, 2005, the Company will receive a
warrant to purchase 3,626.9 shares of BH Acquisition, Inc. for $0.01 per share
exercise price, which constitutes 3.5% of the total outstanding shares of BH
Acquisition, Inc. on the Closing Date. MMT manufactures, markets and services
high end mail processing sorting and services related products through a network
of distributors and direct operations throughout the United States and Canada.
ITEM 7. Financial Statements and Exhibits.
(a) Pro Forma Balance Sheet Information:
If the sale to Buyer had occurred as of the beginning of fiscal 2001,
the proceeds from the sale would have been used to reduce the Company's net
debt, from $507 million to $399 million. This reduction of debt would have
reduced the Company's total net interest expense for the thirteen weeks ended
June 30, 2001, and the twenty-six weeks ended June 30, 2001 by $2.1 million and
$4.1 million, respectively, $1.0 million and $1.9 million of which would have
been allocated to continuing operations based upon the ratio of net assets of
the discontinued business to the net assets of the Company. The reduction in net
interest expense would have resulted in an increase in the tax provision for
income taxes applicable to continuing operations of $0.4 million and $0.8
million, respectively, based on the Company's estimated effective tax rate of
40%.
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The impact on earnings per share would have been as follows:
Thirteen Weeks Ended Twenty-Six Weeks Ended June
June 30, 2001 30, 2001
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PRO PRO
ACTUAL FORMA ACTUAL FORMA
Earnings per share (basic)
Loss from continuing operations.............. $ - $0.03 $(0.02) $0.02
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Earnings per share (diluted)
Loss from continuing operations.............. $ - $0.03 $(0.02) $0.02
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Weighted average shares:
Basic........................................ 23,718 23,718 23,670 23,670
Diluted...................................... 23,985 23,985 23,670 23,670
If the sale to Buyer had occurred as of January 1, 2000, the first day
of the Company's most recent fiscal year, the proceeds from the sale would have
been used to reduce the Company's net debt, from $530 million to $422 million.
This reduction in debt would have reduced the Company's total net interest
expense for fiscal 2000 by $7.5 million, $4.1 million of which would have been
allocated to continuing operations based upon the ratio of net assets of the
continuing business to the net assets of the Company. The reduction in net
interest expense would have resulted in an increase in the tax provision for
income taxes applicable to continuing operations of $1.6 million based on the
Company's actual effective tax rate for fiscal 2000 of 40%.
The impact on fiscal year 2000 earnings per share would have been the
following:
PRO
ACTUAL FORMA
Earnings per share (basic / diluted)
Loss from continuing operations before cumulative effect of a change in
accounting principle.......................................................... $ (0.63) $ (0.53)
Cumulative effect of a change in accounting principle......................... (2.76) (2.76)
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Net loss from continuing operations per common share.......................... $ (3.39) $ (3.29)
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Weighted average shares:
Basic / Diluted............................................................... 23,657 23,657
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This pro forma data is for informational purposes only and may not
necessarily reflect the results of operations had the business at the beginning
of the periods indicated.
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(b) Exhibits:
(99.1) Purchase and Sale Agreement by and between ProQuest
Company and BH Acquisition, Inc. dated September 20,
2001.
(99.2) Unsecured Subordinated Promissory Note dated
September 28, 2001.
(99.3) Press Release dated September 21, 2001.
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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.
PROQUEST COMPANY
By: /s/ Kevin Gregory
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Dated: October 12, 2001 Kevin Gregory, Vice President - Controller