Page | (sequential) | | | | (alphabetic) | Top |
---|
| | |
- Alternative Formats (Word, et al.)
- Accounting Treatment
- Action by Consent of Shareholders
- Affiliate Letter
- Affiliate Letters; Resales of MAXIMUS Common Stock
- Amendments to Charter
- Anti-Takeover Provisions of the Articles of Incorporation and By-Laws
- Anti-Takeover Provisions of Virginia Law
- Appendix A
- Appendix A -- Merger Agreement
- Appendix B
- Appendix B -- the Text of Sections 11.65 and 11.70 of the Illinois Business Corporation Act
- Appendix C
- Appendix C -- Opinion of Willamette Management Associates, Inc. to the Trustee of the Griffith Employee Stock Ownership Plan
- Appraisal Rights
- Available Information
- Background and Reasons for the Merger
- Background of the Merger
- Board of Directors
- Business of David M. Griffith & Associates, Ltd
- Business of MAXIMUS, Inc
- Certain Federal Income Tax Consequences
- Certain Relationships and Related Transactions
- Classification of the Board of Directors
- Common Stock
- Comparative Per Share Data
- Comparison of Rights of Holders of MAXIMUS and Griffith Common Stock
- Competition
- Conditions of Merger
- Conduct of Griffith's Business Pending the Merger
- Confidentiality
- Consulting Group
- Conversion of Griffith Common Stock
- Cumulative Voting
- David M. Griffith & Associates, Ltd
- David V. Mastran
- Description of MAXIMUS Capital Stock
- Director Compensation
- Dissenting Shares
- Dividends and Repurchases of Stock
- Effect of Participants' Instructions
- Escrow Agreement
- ESOP Appraisal Rights
- Exculpation of Directors
- Executive Compensation
- Executive Employment Agreements
- Executive Officers and Directors
- Exhibits and Financial Statement Schedules
- Expenses
- Experts
- Failure to Sign, Complete or Return a Voting Instruction Form
- Forward Looking Statements
- Future Business
- General
- Government Operations Group
- Griffith Management's Discussion and Analysis of Financial Condition and Results of Operations
- Griffith Shareholder Appraisal Rights
- Griffith Special Meeting
- Griffith's Reasons for the Merger; Recommendation of the Board of Directors
- Griffith Stock Ownership
- Gross profit
- How to Instruct the Trustee
- Human Resources and Facilities
- Indemnification of Directors and Officers
- Indemnification of Directors, Officers and Others
- Index to Financial Statements of Maximus and Griffith
- Information for ESOP Participants
- Inspection Rights
- Interested Director Transactions
- Interests of Certain Persons in the Merger
- Issuance of Stock; Preferred Stock
- Jerrold Wolf
- Legal Matters
- Legal Proceedings
- Limitation of Liability
- Liquidity and Capital Resources
- Louis E. Chappuie
- Management
- Marketing and Sales
- Market Price Information
- Matters to be Considered at the Meeting
- Maximus Management's Discussion and Analysis of Financial Condition and Results of Operations
- MAXIMUS's Reasons for the Merger
- Maximus Stock Ownership
- Meetings of Shareholders
- Merger and Effective Time
- Merger, The
- No Solicitation
- Notes to Financial Statements
- Other Matters
- Overview
- Participants Eligible to Instruct the ESOP Trustee
- Proprietary Information
- Provision for Income Taxes
- Record Date; Outstanding Securities
- Redeemable common stock
- Regulatory Approvals Required
- Removal of Directors
- Report of Independent Auditors
- Report of Independent Certified Public Accountants
- Required Votes; Voting of Proxies
- Results of Operations
- Revenues
- Risk Factors
- Sale, Lease or Exchange of Assets and Mergers
- Section 10 -- Miscellaneous
- Section 1 -- the Merger
- Section 2 -- Representations and Warranties of Dmg
- Section 3 -- Representations and Warranties of Maximus
- Section 4 -- Covenants and Agreements
- Section 5 -- Conditions Precedent to the Obligations of Each Party to Consummate the Merger
- Section 6 -- Conditions Precedent to the Obligation of Maximus to Consummate the Merger
- Section 7 -- Conditions Precedent to the Obligation of Dmg to Consummate the Merger
- Section 8 -- Termination, Amendment and Waiver
- Section 9 -- Indemnification
- Selected Financial Data
- Selling, general and administrative expenses
- Services
- Shareholder Voting Agreement
- Shares Eligible for Future Sale
- Statements of Changes in Redeemable Common Stock and Shareholders' Equity for the years ended September 30, 1995, 1996 and 1997
- Summary
- Summary Historical and Unaudited Pro Forma Financial Data
- Surrender of Certificates
- Table of Contents
- Termination
- Termination Fees
- The Merger
- The Trustee's Fiduciary Obligations
- Transfer Agent
- Trustee's Fiduciary Obligations, The
- Unaudited Pro Forma Combined Financial Information
- Undertakings
- Vacancies on the Board of Directors
- Variability of Quarterly Operating Results
- Waiver and Amendment
- Year 2000
- 10.1 Notices
- 10.2 Amendment
- 10.3 Waiver
- 10.4 Entire Agreement
- 10.5 Governing Law
- 10.6 Binding Effect; No Assignment
- 10.7 Variations in Pronouns
- 10.8 Counterparts
- 10.9 Exhibits and Disclosure Schedules
- 1.10 No Fractional Shares
- 1.11 Escrow of Shares
- 1.1 The Merger
- 1.2 Effective Time
- 1.3 Effects of the Merger
- 1.4 Certificate of Incorporation and Bylaws
- 1.5 Directors and Officers
- 1.6 Conversion of Stock
- 1.7 Closing of DMG Transfer Books
- 1.8 Dissenting Shares
- 1.9 Issuance of Maximus Certificates
- 2.10 Tax Matters
- 2.11 Compliance with Laws
- 2.12 Consents; No Breach
- 2.13 Actions and Proceedings
- 2.14 Contracts and Other Agreements
- 2.15 Real Property; Leases
- 2.16 Tangible Property
- 2.17 Intellectual Property
- 2.18 Title to Assets; Liens
- 2.19 Customers
- 2.1 Organization and Qualification
- 2.20 Employee Benefit Plans
- 2.21 Employee Relations
- 2.22 Relationships with Affiliates
- 2.23 Insurance
- 2.24 Banking Relationships
- 2.25 Brokerage
- 2.26 Hazardous Materials
- 2.27 Full Disclosure
- 2.2 Capitalization
- 2.3 Authority to Execute and Perform Agreements
- 2.4 Subsidiaries and Other Affiliates
- 2.5 Charter and By-laws; Books and Records
- 2.6 Financial Statements
- 2.7 Receivables
- 2.8 Absence of Undisclosed Liabilities
- 2.9 No Material Adverse Change
- 3.10 No Breach
- 3.11 Brokerage
- 3.12 Compliance with Laws
- 3.13 Intellectual Property
- 3.14 Tax Matters
- 3.15 Full Disclosure
- 3.1 Organization
- 3.2 Authority to Execute and Perform Agreement
- 3.3 Capitalization
- 3.4 SEC Reports
- 3.5 Financial Statements
- 3.6 No Material Adverse Change
- 3.7 Actions and Proceedings
- 3.8 Insurance
- 3.9 Employee Relations
- 4.10 Consummation of Agreement
- 4.11 Further Assurances
- 4.12 Securities Law Matters
- 4.13 Shareholder Meeting
- 4.14 Public Announcements and Confidentiality
- 4.15 Affiliate Letters
- 4.16 Filings Under HSR Act
- 4.17 Maximus SEC Filings
- 4.18 Employee Benefit Seniority
- 4.19 Distribution of Plan Assets
- 4.1 Conduct of DMG Business
- 4.2 Conduct of Maximus Business
- 4.3 NYSE Listing
- 4.4 Post Closing Compensation Payments by Maximus
- 4.5 Agreement not to Entertain other Offers
- 4.7 Corporate Examinations and Investigations
- 4.8 Expenses
- 4.9 Authorization from Others
- 5.1 Approvals
- 5.2 HSR Act
- 5.3 Absence of Order
- 5.4 New York Stock Exchange Listing
- 5.5 Effectiveness of Registration Statement
- 5.6 Human Resources Agreement
- 6.10 Dissenting Shares and Redemption Requests
- 6.11 Escrow Agreement
- 6.12 Bank Accounts
- 6.13 Certificates
- 6.1 Representations, Warranties and Covenants
- 6.2 Affiliate Letters
- 6.3 Pooling of Interests
- 6.4 SEC Reporting
- 6.5 Opinion of Counsel to DMG
- 6.6 Merger Documents
- 6.7 Employment Agreements
- 6.8 Continuation of Employees
- 6.9 Amendment of Benefit Plans and Repurchase Obligations
- 7.1 Representations, Warranties and Covenants
- 7.2 Voting Agreement
- 7.3 Opinion of Counsel to Maximus
- 7.4 Certificates
- 8.1 Termination
- 8.2 Effect of Termination
- 9.1 Survival
- 9.2 Obligation of the Stockholders to Indemnify
- 9.3 Obligation of Maximus to Indemnify
- 9.4 Limitations on Indemnification
- 9.5 Notice and Defense of Claims
|
1 | 1st Page - Filing Submission
|
" | David V. Mastran
|
2 | David M. Griffith & Associates, Ltd
|
" | Louis E. Chappuie
|
3 | Jerrold Wolf
|
5 | Table of Contents
|
8 | Available Information
|
9 | Summary
|
10 | Griffith Special Meeting
|
" | The Merger
|
11 | MAXIMUS's Reasons for the Merger
|
" | Conduct of Griffith's Business Pending the Merger
|
" | No Solicitation
|
" | Termination
|
12 | Termination Fees
|
" | Certain Federal Income Tax Consequences
|
" | Accounting Treatment
|
" | Interests of Certain Persons in the Merger
|
13 | Appraisal Rights
|
15 | Risk Factors
|
18 | Variability of Quarterly Operating Results
|
21 | Shares Eligible for Future Sale
|
23 | Selected Financial Data
|
" | Summary Historical and Unaudited Pro Forma Financial Data
|
27 | Comparative Per Share Data
|
29 | Market Price Information
|
30 | Matters to be Considered at the Meeting
|
" | Record Date; Outstanding Securities
|
" | Required Votes; Voting of Proxies
|
31 | Information for ESOP Participants
|
" | Participants Eligible to Instruct the ESOP Trustee
|
" | Effect of Participants' Instructions
|
" | The Trustee's Fiduciary Obligations
|
32 | How to Instruct the Trustee
|
" | Failure to Sign, Complete or Return a Voting Instruction Form
|
33 | Confidentiality
|
" | Dissenting Shares
|
34 | Business of MAXIMUS, Inc
|
" | Overview
|
36 | Services
|
" | Government Operations Group
|
37 | Consulting Group
|
39 | Marketing and Sales
|
40 | Competition
|
42 | Legal Proceedings
|
43 | Maximus Management's Discussion and Analysis of Financial Condition and Results of Operations
|
44 | Results of Operations
|
" | Revenues
|
45 | Gross profit
|
" | Selling, general and administrative expenses
|
" | Provision for Income Taxes
|
47 | Liquidity and Capital Resources
|
48 | Year 2000
|
49 | Forward Looking Statements
|
50 | Business of David M. Griffith & Associates, Ltd
|
" | Proprietary Information
|
" | Human Resources and Facilities
|
" | Future Business
|
52 | Griffith Management's Discussion and Analysis of Financial Condition and Results of Operations
|
54 | Management
|
" | Executive Officers and Directors
|
57 | Certain Relationships and Related Transactions
|
" | Director Compensation
|
58 | Executive Compensation
|
60 | Executive Employment Agreements
|
62 | Background and Reasons for the Merger
|
" | Background of the Merger
|
" | Griffith's Reasons for the Merger; Recommendation of the Board of Directors
|
63 | General
|
" | Conversion of Griffith Common Stock
|
" | Surrender of Certificates
|
64 | Merger and Effective Time
|
" | Conditions of Merger
|
65 | Regulatory Approvals Required
|
" | Waiver and Amendment
|
67 | Shareholder Voting Agreement
|
" | Affiliate Letters; Resales of MAXIMUS Common Stock
|
69 | Expenses
|
" | Griffith Shareholder Appraisal Rights
|
70 | ESOP Appraisal Rights
|
71 | Unaudited Pro Forma Combined Financial Information
|
77 | Maximus Stock Ownership
|
78 | Griffith Stock Ownership
|
81 | Description of MAXIMUS Capital Stock
|
" | Common Stock
|
" | Limitation of Liability
|
" | Anti-Takeover Provisions of the Articles of Incorporation and By-Laws
|
82 | Anti-Takeover Provisions of Virginia Law
|
" | Transfer Agent
|
83 | Comparison of Rights of Holders of MAXIMUS and Griffith Common Stock
|
" | Meetings of Shareholders
|
" | Inspection Rights
|
" | Action by Consent of Shareholders
|
" | Cumulative Voting
|
" | Issuance of Stock; Preferred Stock
|
84 | Dividends and Repurchases of Stock
|
" | Classification of the Board of Directors
|
" | Removal of Directors
|
" | Vacancies on the Board of Directors
|
85 | Exculpation of Directors
|
" | Indemnification of Directors, Officers and Others
|
" | Interested Director Transactions
|
86 | Sale, Lease or Exchange of Assets and Mergers
|
" | Amendments to Charter
|
87 | Legal Matters
|
" | Experts
|
" | Other Matters
|
88 | Index to Financial Statements of Maximus and Griffith
|
89 | Report of Independent Auditors
|
92 | Statements of Changes in Redeemable Common Stock and Shareholders' Equity for the years ended September 30, 1995, 1996 and 1997
|
94 | Notes to Financial Statements
|
99 | Redeemable common stock
|
108 | Report of Independent Certified Public Accountants
|
" | Board of Directors
|
119 | Appendix A -- Merger Agreement
|
120 | Appendix A
|
124 | Section 1 -- the Merger
|
" | 1.1 The Merger
|
" | 1.2 Effective Time
|
" | 1.3 Effects of the Merger
|
" | 1.4 Certificate of Incorporation and Bylaws
|
" | 1.5 Directors and Officers
|
125 | 1.6 Conversion of Stock
|
" | 1.7 Closing of DMG Transfer Books
|
" | 1.8 Dissenting Shares
|
126 | 1.9 Issuance of Maximus Certificates
|
" | 1.10 No Fractional Shares
|
" | 1.11 Escrow of Shares
|
" | Section 2 -- Representations and Warranties of Dmg
|
" | 2.1 Organization and Qualification
|
127 | 2.2 Capitalization
|
" | 2.3 Authority to Execute and Perform Agreements
|
" | 2.4 Subsidiaries and Other Affiliates
|
" | 2.5 Charter and By-laws; Books and Records
|
" | 2.6 Financial Statements
|
128 | 2.7 Receivables
|
" | 2.8 Absence of Undisclosed Liabilities
|
" | 2.9 No Material Adverse Change
|
129 | 2.10 Tax Matters
|
" | 2.11 Compliance with Laws
|
130 | 2.12 Consents; No Breach
|
" | 2.13 Actions and Proceedings
|
" | 2.14 Contracts and Other Agreements
|
132 | 2.15 Real Property; Leases
|
" | 2.16 Tangible Property
|
" | 2.17 Intellectual Property
|
" | 2.18 Title to Assets; Liens
|
" | 2.19 Customers
|
133 | 2.20 Employee Benefit Plans
|
" | 2.21 Employee Relations
|
134 | 2.22 Relationships with Affiliates
|
" | 2.23 Insurance
|
" | 2.24 Banking Relationships
|
" | 2.25 Brokerage
|
" | 2.26 Hazardous Materials
|
135 | 2.27 Full Disclosure
|
" | Section 3 -- Representations and Warranties of Maximus
|
" | 3.1 Organization
|
" | 3.2 Authority to Execute and Perform Agreement
|
" | 3.3 Capitalization
|
" | 3.4 SEC Reports
|
" | 3.5 Financial Statements
|
136 | 3.6 No Material Adverse Change
|
" | 3.7 Actions and Proceedings
|
137 | 3.8 Insurance
|
" | 3.9 Employee Relations
|
" | 3.10 No Breach
|
" | 3.11 Brokerage
|
" | 3.12 Compliance with Laws
|
" | 3.13 Intellectual Property
|
138 | 3.14 Tax Matters
|
" | 3.15 Full Disclosure
|
" | Section 4 -- Covenants and Agreements
|
" | 4.1 Conduct of DMG Business
|
139 | 4.2 Conduct of Maximus Business
|
140 | 4.3 NYSE Listing
|
" | 4.4 Post Closing Compensation Payments by Maximus
|
" | 4.5 Agreement not to Entertain other Offers
|
141 | 4.7 Corporate Examinations and Investigations
|
" | 4.8 Expenses
|
" | 4.9 Authorization from Others
|
142 | 4.10 Consummation of Agreement
|
" | 4.11 Further Assurances
|
" | 4.12 Securities Law Matters
|
" | 4.13 Shareholder Meeting
|
" | 4.14 Public Announcements and Confidentiality
|
143 | 4.15 Affiliate Letters
|
" | 4.16 Filings Under HSR Act
|
" | 4.17 Maximus SEC Filings
|
" | 4.18 Employee Benefit Seniority
|
" | 4.19 Distribution of Plan Assets
|
144 | Section 5 -- Conditions Precedent to the Obligations of Each Party to Consummate the Merger
|
" | 5.1 Approvals
|
" | 5.2 HSR Act
|
" | 5.3 Absence of Order
|
" | 5.4 New York Stock Exchange Listing
|
" | 5.5 Effectiveness of Registration Statement
|
" | 5.6 Human Resources Agreement
|
" | Section 6 -- Conditions Precedent to the Obligation of Maximus to Consummate the Merger
|
" | 6.1 Representations, Warranties and Covenants
|
" | 6.2 Affiliate Letters
|
" | 6.3 Pooling of Interests
|
" | 6.4 SEC Reporting
|
" | 6.5 Opinion of Counsel to DMG
|
" | 6.6 Merger Documents
|
145 | 6.7 Employment Agreements
|
" | 6.8 Continuation of Employees
|
" | 6.9 Amendment of Benefit Plans and Repurchase Obligations
|
" | 6.10 Dissenting Shares and Redemption Requests
|
" | 6.11 Escrow Agreement
|
" | 6.12 Bank Accounts
|
" | 6.13 Certificates
|
" | Section 7 -- Conditions Precedent to the Obligation of Dmg to Consummate the Merger
|
" | 7.1 Representations, Warranties and Covenants
|
" | 7.2 Voting Agreement
|
" | 7.3 Opinion of Counsel to Maximus
|
" | 7.4 Certificates
|
146 | Section 8 -- Termination, Amendment and Waiver
|
" | 8.1 Termination
|
" | 8.2 Effect of Termination
|
" | Section 9 -- Indemnification
|
" | 9.1 Survival
|
" | 9.2 Obligation of the Stockholders to Indemnify
|
147 | 9.3 Obligation of Maximus to Indemnify
|
" | 9.4 Limitations on Indemnification
|
" | 9.5 Notice and Defense of Claims
|
148 | Section 10 -- Miscellaneous
|
" | 10.1 Notices
|
149 | 10.2 Amendment
|
" | 10.3 Waiver
|
" | 10.4 Entire Agreement
|
" | 10.5 Governing Law
|
" | 10.6 Binding Effect; No Assignment
|
" | 10.7 Variations in Pronouns
|
" | 10.8 Counterparts
|
" | 10.9 Exhibits and Disclosure Schedules
|
151 | Escrow Agreement
|
155 | Affiliate Letter
|
158 | Appendix B -- the Text of Sections 11.65 and 11.70 of the Illinois Business Corporation Act
|
159 | Appendix B
|
162 | Appendix C -- Opinion of Willamette Management Associates, Inc. to the Trustee of the Griffith Employee Stock Ownership Plan
|
163 | Appendix C
|
165 | Item 20. Indemnification of Directors and Officers
|
" | Item 21. Exhibits and Financial Statement Schedules
|
166 | Item 22. Undertakings
|