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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): June 1, 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, MI 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
ProQuest Company (the "Company") sold its international mail and messaging
technologies unit ("MMT International") to Pitney Bowes Inc. ("Pitney") pursuant
to the Share Purchase Agreement, as amended, between the Company and Pitney.
Pitney purchased all of the outstanding shares of Common Stock of Bell & Howell
GmbH, Bell & Howell Limited, Bell & Howell Japan Ltd., Bell & Howell (Singapore)
Pte. Ltd., Bell & Howell France S.A., and Bell & Howell Europa BV and the assets
of certain subsidiaries of the Company for a cash purchase price of
approximately $51 million subject to certain adjustments. MMT International
manufactures, markets and services high-end mail processing, sorting and
service-related products through a network of distributors and direct operations
in Europe, Africa, the Middle East and Asia. It generated revenues of $84
million in 2000, which represented about 20 percent of the Company's mailing
revenues. The remaining business, which is headquartered in Raleigh, North
Carolina, will continue to serve the United States and Canada as well as the
rest of the Americas, Australia and New Zealand. The purchase price was
determined through arms length negotiations between the parties. The sale closed
on June 1, 2001.
ITEM 7. Financial Statements and Exhibits.
(a) Pro forma financial information:
In the first quarter of fiscal 2000, the Company adopted a plan to
divest itself of MMT International. As a result, since the first
quarter of fiscal 2000, the financial results of operation of MMT
International have been segregated from the Company's continuing
operations. Consequently, the pro forma effects of the transaction on
income from continuing operations would be limited to a reduction in
net interest expense and the related income tax effect.
Pro Forma Balance Sheet Information:
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If the sale to Pitney 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 $456 million. This reduction
of debt would have reduced the Company's total net interest expense
for the fiscal quarter ended March 31, 2001 by $0.9 million, $0.5
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 $0.2 million based on the
Company's estimated effective tax rate of 40%.
The impact on earnings per share for the first quarter of fiscal year
2001 would have been the following:
Actual Pro Forma
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Earnings per share (basic)
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Loss from continuing operations $(0.02) $(0.01)
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Earnings per share (diluted)
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Loss from continuing operations $(0.02) $(0.01)
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Weighted average shares:
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Basic 23,622 23,622
Diluted 23,670 23,670
If the sale to Pitney 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 $479 million.
This reduction of debt would have reduced the Company's total net
interest expense for fiscal 2000 by $3.6 million, $2.0 million of
which would have been allocated to continuing operations based upon
the ratio of net assets of the continuing businesses 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 $0.8 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:
Earnings per share (basic / diluted):
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Loss from continuing operations before
cumulative effect of a change in
accounting principle $ (0.63) $ (0.58)
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) $ (3.34)
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Weighted average shares:
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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 MMT
International unit been sold at the beginning of the periods
indicated.
(b) Exhibits:
*(99.1) Purchase and Sale Agreement dated April 18, 2001.
(99.2) Press Release dated June 5, 2001 announcing the closing of the
sale of MMT International.
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*Confidential treatment requested for certain portions of this
document.
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: June 5, 2001 Kevin Gregory, Vice President - Controller