1 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 DECEMBER 29, 1999 Date of Report (Date of Earliest Event Reported) CENTURY BUSINESS SERVICES, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 0-25890 22-2769024 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 6480 ROCKSIDE WOODS BLVD., SOUTH SUITE 330 CLEVELAND, OHIO 44131 (Address and Zip Code of Principal Executive Offices) (216) 447-9000 (Registrant's Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report)
2 ITEM 5. OTHER EVENTS. On November 18, 1998, Century Business Services, Inc. (the "Company") made a presentation at an investor conference in New York City. At this conference, an investor asked for clarification of what the investor perceived to be discrepancies in the Company's 1997 Form 10-K and materials distributed by the Company at the conference, which materials summarized information related to acquisitions previously consummated by the Company contained in its filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in its press releases. The Company's Chief Financial Officer, Charles D. Hamm, Jr., was not present at the conference, and the Company representatives that were present did not have the necessary information with them in order to address the question adequately. Because the question could not be answered to the investors' satisfaction, the Company representatives committed to the conference audience to answer the question as soon as possible after the information was obtained. To that end, on November 20, 1998, Mr. Hamm sent a letter to each member of the audience, which letter has been filed as Exhibit 99.9 hereto (the "Letter"), explaining why the perceived differences referred to by the investor at the conference were not discrepancies. The Company did not previously provide this information in a press release or in a Form 8-K because the Company believed that the unanswered question existed only among the members of the audience and not in the marketplace generally. The Company believed that it was unnecessary and may have created confusion in the general marketplace if it issued a press release or filed a Form 8-K containing the answer to a specific question raised at the conference for which the answer was unavailable on that day. No material discrepancies exist in the Company's 1997 Form 10-K, in its other filings under the Exchange Act or in its press releases with regard to information relating to acquisitions consummated by the Company. In fact, the Company met its revenue run rate projections referred to in the Letter. ITEM 7. EXHIBITS. The following document is filed as part of this report. (c) Exhibits 99.9 Letter dated November 20, 1998
3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CENTURY BUSINESS SERVICES, INC. Date: December 29, 1999 /s/ Charles D. Hamm, Jr. ----------------------------- Charles D. Hamm, Jr. Chief Financial Officer 3
1 Exhibit 99.9 [CENTURY BUSINESS SERVICES, INC. LETTERHEAD] November 20, 1998 Dear Investment Professional: Thank you for attending the Century Business Services Investor Conference. We hope that you found the presentation worthwhile. We would like to provide you with our response to the question asked concerning revenue run rate. With regard to our 1997 Form 10-K, it was stated in Note 2 that the pro forma revenue on a historical basis was $188.8 million, including all acquisitions made during the year. Per GAAP, the revenue of Environmental and Commercial Insurance Agency, Inc. (approximately $10 million), which was disposed of in December of 1997, as discussed in Note 15 of the Form 10-K, was required to be included in the historical revenue in Note 2. Therefore, the December 31, 1997 historical pro forma revenue was $178.8 million, reflecting this disposition. Century's revenue run rate as described on page 16 of our strategic overview of "more than $400 million" is approximately $415 million and is a historical revenue run rate including all closed acquisitions through November 4, 1998. Century's 1998 closed acquisition revenue number is stated on page 8 of the same document as "more than $245 million." This represents the acquisitions' historical revenue and factors in each acquisition's expected growth. The historical annual revenue for the 1998 closed acquisitions was approximately $212 million. We apologize for any confusion this may have caused. Should you have any questions, please feel free to contact us directly. Thank you for your continued interest in the development of Century. Sincerely, /S/ CHARLES D. HAMM, JR. Charles D. Hamm, Jr. Chief Financial Officer