-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K9DR7BJE4zlnJ930twJ1S4MA4ugTrFTH1/q6oibvk3+LoBbd5FZVRcpzCzrIlpZJ I9Z+/HzBDc0cN1oQdn90pA== 0000950134-00-000122.txt : 20000202 0000950134-00-000122.hdr.sgml : 20000202 ACCESSION NUMBER: 0000950134-00-000122 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000110 GROUP MEMBERS: EIG ACQUISITION CORP GROUP MEMBERS: SOLUTION 6 HOLDINGS LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELITE INFORMATION GROUP INC CENTRAL INDEX KEY: 0000885533 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 411522214 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43506 FILM NUMBER: 503913 BUSINESS ADDRESS: STREET 1: 5100 WEST GOLDLEAF CIRCLE STREET 2: SUITE 100 CITY: LOS ANGELES STATE: CA ZIP: 90056 BUSINESS PHONE: 7043724281 MAIL ADDRESS: STREET 1: 128 SOUTH TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28202 FORMER COMPANY: FORMER CONFORMED NAME: BROADWAY & SEYMOUR INC DATE OF NAME CHANGE: 19930328 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELITE INFORMATION GROUP INC CENTRAL INDEX KEY: 0000885533 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 411522214 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-43506 FILM NUMBER: 503914 BUSINESS ADDRESS: STREET 1: 5100 WEST GOLDLEAF CIRCLE STREET 2: SUITE 100 CITY: LOS ANGELES STATE: CA ZIP: 90056 BUSINESS PHONE: 7043724281 MAIL ADDRESS: STREET 1: 128 SOUTH TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28202 FORMER COMPANY: FORMER CONFORMED NAME: BROADWAY & SEYMOUR INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EIG ACQUISITION CORP CENTRAL INDEX KEY: 0001101293 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752850905 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: TOWN HALL HOUSE LEVEL 21 STREET 2: 456 KENT ST CITY: NEW S. WALES AUSTRAL BUSINESS PHONE: 01161292780702 MAIL ADDRESS: STREET 1: TOWN HALL HOUSE LEVEL 21 STREET 2: 456 KENT ST CITY: NEW S. WALES AUSTRAL FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EIG ACQUISITION CORP CENTRAL INDEX KEY: 0001101293 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752850905 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: TOWN HALL HOUSE LEVEL 21 STREET 2: 456 KENT ST CITY: NEW S. WALES AUSTRAL BUSINESS PHONE: 01161292780702 MAIL ADDRESS: STREET 1: TOWN HALL HOUSE LEVEL 21 STREET 2: 456 KENT ST CITY: NEW S. WALES AUSTRAL SC 14D1/A 1 AMENDMENT NO. 1 TO 14D1 & AMENDMENT NO. 1 TO 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1/A TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) and SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) - -------------------------------------------------------------------------------- ELITE INFORMATION GROUP, INC. (Name of Subject Company [Issuer]) - -------------------------------------------------------------------------------- EIG ACQUISITION CORP., an indirect wholly-owned subsidiary of SOLUTION 6 HOLDINGS LIMITED (Bidders) - -------------------------------------------------------------------------------- Common Stock, $.01 Par Value Per Share (Title of Class of Securities) - -------------------------------------------------------------------------------- 28659M (CUSIP Number of Class of Securities) - -------------------------------------------------------------------------------- Copy To: EIG Acquisition Corp. Richard F. Dahlson, Esquire Town Hall House Jackson Walker L.L.P. Level 21, 456 Kent Street 901 Main Street, Suite 6000 Sydney, New South Wales Dallas, Texas 75202-3797 Australia 2000 Telephone: (214) 953-6000 Telecopier No.: 011-612-9278-0702 Telecopier No.: (214) 953-5722 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Bidder) 2 - -------------------- ----------------- CUSIP No. 111433108 14D-1/A & 13D/A Page 2 of 8 Pages - -------------------- ----------------- - -------------------------------------------------------------------------------- 1 Name of Reporting Person; IRS Identification Number Solution 6 Holdings Limited ("Solution 6") Tax I.D. Number: Not Applicable - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) Other (00) - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization New South Wales, Australia - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power Shares 147,200 Beneficially --------------------------------------------------- Owned by 8 Shared Voting Power Each 2,001,588 shares which may be deemed to Reporting be owned by Solution 6 pursuant to the Person Stockholders Agreement described in Item With 4 to this Schedule. --------------------------------------------------- 9 Sole Dispositive Power 147,200 --------------------------------------------------- 10 Shared Dispositive Power 2,001,588 shares which may be deemed to be owned by Solution 6 pursuant to the Stockholders Agreement described in Item 4 to this Schedule. - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,148,788 - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14 Type of Reporting Person Corporation (CO) - -------------------------------------------------------------------------------- 3 - -------------------- ----------------- CUSIP No. 111433108 14D-1/A & 13D/A Page 3 of 8 Pages - -------------------- ----------------- - -------------------------------------------------------------------------------- 1 Name of Reporting Person; IRS Identification Number EIG Acquisition Corp.; Tax I.D. Number: 75-2850905 - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) Other (00) - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power Shares None Beneficially --------------------------------------------------- Owned by 8 Shared Voting Power Each 2,001,588 shares which may be deemed to Reporting be owned by EIG pursuant to the Person Stockholders Agreement described in Item With 4 to this Schedule. --------------------------------------------------- 9 Sole Dispositive Power None --------------------------------------------------- 10 Shared Dispositive Power 2,001,588 shares which may be deemed to be owned by EIG pursuant to the Stockholders Agreement described in Item 4 to this Schedule. - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,001,588 - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 22.0% - -------------------------------------------------------------------------------- 14 Type of Reporting Person Corporation (CO) - -------------------------------------------------------------------------------- 4 EIG Acquisition Corp., a Delaware corporation (the "Purchaser") and an indirect wholly-owned subsidiary of Solution 6 Holdings Limited, a New South Wales, Australia corporation (the "Parent"), and Parent hereby amend and supplement their Tender Offer Statement on Schedule 14D-1 originally filed on December 21, 1999 and their Schedule 13D originally filed on December 23, 1999 (collectively, the "Statement") with respect to an offer (the "Offer") to purchase by the Purchaser all of the issued and outstanding shares of the common stock, par value $.01 per share, of Elite Information Group, Inc., a Delaware corporation (the "Company"), on the terms and subject to the conditions set forth in the Offer to Purchase, dated December 21, 1999. Capitalized terms not defined herein have the meanings assigned thereto in the Statement. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Items 4(a) and (b) of the Schedule 14D-1 are hereby amended and supplemented by restating the first sentence of the first paragraph of Section 10 "Source and Amount of Funds" of the Offer to Purchase incorporated therein by reference as follows: "The Purchaser estimates that the amount of funds required to purchase all outstanding Shares pursuant to the Offer, to pay cash to holders of Stock Options pursuant to the Merger Agreement and to pay fees and expenses related to the Offer will be approximately US$110 million." Items 4(a) and (b) of the Schedule 14D-1 are hereby further amended and supplemented by restating the fourth paragraph of Section 10 "Source and Amount of Funds" of the Offer to Purchase incorporated therein by reference as follows: "The Facility is secured by a first priority lien, unless a first priority lien is already in place in which case the Facility shall be secured by a second priority lien with second priority liens capped at A$10 million (approximately US$6.6 million), on most of Parent's assets, proceeds from the issuances of Parent's securities, proceeds from any sale of the Shares or the Company's assets once the acquisition of the Company has been completed." Items 4(a) and (b) of the Schedule 14D-1 are hereby further amended and supplemented by restating the third sentence of the fifth paragraph of Section 10 "Source and Amount of Funds" of the Offer to Purchase incorporated therein by reference as follows: "A restructure fee in the amount of US$78,000 was also payable by Parent in connection with an amendment to the facility on December 17, 1999." Items 4(a) and (b) of the Schedule 14D-1 are hereby further amended and supplemented by restating the sixth paragraph of Section 10 "Source and Amount of Funds" of the Offer to Purchase incorporated therein by reference as follows: "As required as a condition to the Facility, Parent undertook a private placement of A$120 million (approximately US$79.2 million) of its ordinary shares at a price of A$9.75 (approximately US$6.44) per share (the "Private Placement"). Subscriptions for A$120 million (approximately US$79.2 million) were received on December 17, 1999 with settlement occuring on December 22, 1999. Items 4(a) and (b) of the Schedule 14D-1 are hereby further amended and supplemented by restating the first sentence of the eighth paragraph of Section 10 "Source and Amount of Funds" of the Offer to Purchase incorporated therein by reference as follows: "Additionally, if the transaction involving a specific potential acquisition candidate is not pursuant to the conditions required by WDRAL in the Facility, or if the offer to purchase that acquisition candidate is withdrawn, a further mandatory prepayment or reduction of US$13 million will be required at that time." Items 4(a) and (b) of the Schedule 14D-1 are hereby further amended and supplemented by restating the second and third sentences of the ninth paragraph of Section 10 "Source and Amount of Funds" of the Offer to Purchase incorporated therein by reference as follows: 5 "All loan and security documentation must be completed to WDRAL's satisfaction, the fees described above must have been paid and Parent must have received at least A$50 million (approximately US$33.0 million) in connection with the issuance of shares to Telstra pursuant to the exercise of an option. The Telstra option has been exercised and the A$50 million (approximately US$33.0 million) has been received by the Parent." Items 4(a) and (b) of the Schedule 14D-1 are hereby further amended and supplemented by restating subsection 8 of the tenth paragraph of Section 10 "Source and Amount of Funds" of the Offer to Purchase incorporated therein by reference as follows: "(8) Parent has agreed to restrictions on further acquisitions in excess of A$5 million (approximately US$3.3 million) in the aggregate (except as reasonably agreed to by WDRAL);" ITEM 10. ADDITIONAL INFORMATION. Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented by restating the second sentence of the first paragraph of Section 14 "Certain Conditions of the Offer" of the Offer to Purchase incorporated therein by reference as follows: "Furthermore, notwithstanding any other term of the Offer or the Merger Agreement, the Purchaser shall not be required to accept for payment, or subject as aforesaid, pay for any Shares not theretofore accepted for payment or paid for, and may terminate or amend the Offer, (i) with the consent of the Company or (ii) if, at any time on or after the date of the Merger Agreement and prior to the Expiration Date, any of the following conditions exists:" Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented by adding the following to the Offer to Purchase incorporated therein by reference: "The Company has informed Parent and the Purchaser that a class action complaint has been filed in the Superior Court of the State of California, County of Los Angeles against the Company, Parent and certain directors of the Company. The complaint alleges, among other things, certain breaches of fiduciary duties of the Company and its board of directors and the aiding and abetting of such breaches of fiduciary duties by Parent. Parent intends to defend vigorously against these allegations and any others. The Federal Trade Commission (the "FTC") has requested additional information and documentary material in connection with its review of the proposed Merger. This request will result in an extension of the waiting period under the HSR Act. The Company, Parent and Purchaser intend to respond promptly to the FTC request." Item 10 of the Schedule 14D-1 is hereby further amended and supplemented by adding the following text thereto: On January 6, 2000, the Company issued a press release, a copy of which is attached hereto as Exhibit (a)(8) and is incorporated by reference. 6 ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented to add a new Exhibit as follows: (a)(8) Press Release issued by the Company on January 6, 2000. 7 SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 7, 2000 EIG ACQUISITION CORP., a Delaware corporation By: /s/ Thomas A. Montgomery ------------------------------------- Name: Thomas A. Montgomery --------------------------------- Title: Vice President, Treasurer and Secretary --------------------------------- SOLUTION 6 HOLDINGS LIMITED, a New South Wales, Australia corporation By: /s/ Thomas A. Montgomery ------------------------------------- Name: Thomas A. Montgomery --------------------------------- Title: Chief Financial Officer --------------------------------- 8 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- (a) (8) Press Release issued by the Company on January 6, 2000.
EX-99.(A)(8) 2 PRESS RELEASE DATED JANUARY 6, 2000 1 EX-99.(A)(8) Press Release issued by the Company on January 6, 2000. ELITE INFORMATION GROUP ANNOUNCES FTC RESPONSE TO HART-SCOTT-RODINO FILING AND FILING OF CLASS ACTION LAWSUIT LOS ANGELES - (Business Wire) January 6, 2000--Elite Information Group, Inc. (NASDAQ: ELTE) today announced that the Federal Trade Commission (FTC) has requested additional information and documentary material in connection with its review of the proposed merger between Elite and a subsidiary of Solution 6 Holdings Limited (ASX: SOH). The FTC request will result in an extension of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Elite intends to respond promptly to the FTC request. This announcement follows the announcement by Solution 6 and Elite on December 15, 1999 that they had entered into a merger agreement providing for the acquisition of all outstanding shares of Elite's common stock by a Solution 6 subsidiary in a cash tender offer of U.S.$11.00 per share. Elite also announced today that the San Diego office of the law firm of Milberg Weiss Bershad Hynes & Lerach LLP has filed a complaint in Los Angeles County Superior Court against Elite, its directors, and Solution 6. The complaint was filed as a purported class action on behalf of holders of Elite common stock. The complaint alleges that Elite's Board of Directors, by entering into a merger agreement with Solution 6 and its subsidiary, violated their fiduciary duties to Elite stockholders. Elite believes that the plaintiff's claims are without merit, and intends to defend the action vigorously. ABOUT ELITE Elite Information Systems, Inc., a wholly owned subsidiary of Elite Information Group, Inc., is an international provider of a comprehensive suite of financial and practice management products, which includes integrated time and billing, general ledger and accounts payable. Elite's target markets include legal, accounting, consulting, public relations, financial services, actuarial, government, software, security, insurance, market research and systems integration. -----END PRIVACY-ENHANCED MESSAGE-----