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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): November 3, 2003
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FTI CONSULTING, INC.
(Exact Name of Registrant as Specified in Charter)
Maryland 001-14875 52-1261113
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
900 Bestgate Road, Suite 1000, Annapolis, Maryland 21401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 224-8770
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ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
FTI Consulting, Inc. (NYSE: "FCN") announced today that it consummated
its previously reported, pending acquisition of KPMG LLP's domestic Dispute
Advisory Services business (the "DAS Business") for approximately $89.1 million
in cash. In the acquisition, twenty-six KPMG partners and approximately 125
other billable professionals, plus support staff have joined FTI, and each of
such partners, as well as two other members of the DAS Business leadership
group, have entered into five-year employment agreements and have become senior
managing directors of FTI.
The full text of FTI's press release issued on November 3, 2003 relating
the consummation of the DAS Business acquisition is attached hereto as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein by reference in
its entirety.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, FTI has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FTI CONSULTING, INC.
Dated: November 3, 2003 By:/s/ Theodore I. Pincus
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Theodore I. Pincus
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release of FTI Consulting, Inc.
dated November 3, 2003.
NEWS
FRB|WEBER SHANDWICK RE: FTI CONSULTING, INC.
FINANCIAL COMMUNICATIONS 900 Bestgate Road
Annapolis, MD 21401
(410) 224-8770
FOR FURTHER INFORMATION:
AT FTI CONSULTING: AT FRB|WEBERSHANDWICK:
Jack Dunn Marilyn Windsor Lisa Fortuna Tim Grace
Chairman & CEO General Inquiries Analyst Inquiries Media Inquiries
(410) 224-1483 (702) 515-1260 (312) 640-6779 (312) 640-6667
FOR IMMEDIATE RELEASE
MONDAY, NOVEMBER 3, 2003
FTI CONSULTING COMPLETES ACQUISITION OF DISPUTE ADVISORY SERVICES
BUSINESS OF KPMG
ANNAPOLIS, MD, NOVEMBER 3, 2003--FTI CONSULTING, INC. (NYSE: FCN), the premier
national provider of turnaround, bankruptcy and litigation-related consulting
services, today announced that it has completed its previously announced
acquisition of the domestic Dispute Advisory Services (DAS) business of KPMG LLP
for approximately $89.1 million in cash. The acquisition will be slightly
accretive to FTI's earnings per share in 2003 and is expected to be accretive to
earnings per share in 2004.
The DAS business assists clients in the analysis and resolution of all phases of
complex claims and disputes in a variety of forums, including litigation,
arbitration, mediation, and other forms of dispute resolution. Twenty-six KPMG
partners, approximately 125 other billable professionals, plus support staff
have joined FTI. The 26 DAS partners and two other members of the DAS leadership
group have entered into five-year employment agreements and have become senior
managing directors of FTI.
The DAS business was not historically operated by KPMG as a separate reporting
unit of its forensic accounting and litigation support practice unit and was not
separately accounted for financial reporting purposes. KPMG advised FTI that for
the trailing 12 months ended September 30, 2003, the unaudited revenues
associated with the 26 DAS partners were approximately $74.0 million. Future
annual direct compensation and other costs associated with the transferred DAS
partners and billable staff are expected to total approximately $43.5 million.
Selling, general and administrative expenses are estimated at approximately
$12.5 million, resulting in pro forma income from operations of approximately
$18.0 million prior to one-time integration costs.
The purchase price did not include any working capital. Because FTI did not
acquire the net working capital of DAS, the initial working capital, estimated
at approximately $14.0 million, will be provided by FTI and reflected as a use
of cash in operating activities for FTI's financial reporting purposes during
the first three to four months after the acquisition.
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FTI CONSULTING, INC.
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ABOUT FTI CONSULTING
FTI Consulting is a multi-disciplined consulting firm with leading practices in
the areas of turnaround, bankruptcy and litigation-related consulting services.
Modern corporations, as well as those who advise and invest in them, face
growing challenges on every front. From a proliferation of "bet-the-company"
litigation to increasingly complicated relationships with lenders and investors
in an ever-changing global economy, U.S. companies are turning more and more to
outside experts and consultants to meet these complex issues. FTI is dedicated
to helping corporations, their advisors, lawyers, lenders and investors meet
these challenges by providing a broad array of the highest quality professional
practices from a single source.
This press release includes "forward-looking" statements that involve
uncertainties and risks. There can be no assurance that actual results will not
differ from the company's expectations. The company has experienced fluctuating
revenues, operating income and cash flow in some prior periods and expects this
may occur from time to time in the future. As a result of these possible
fluctuations, the company's actual results may differ from our projections.
Other factors that could cause such differences include pace and timing of
additional acquisitions, the company's ability to realize cost savings and
efficiencies, competitive and general economic conditions, and other risks
described in the company's filings with the Securities and Exchange Commission.
FTI IS ON THE INTERNET AT www.fticonsulting.com.
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