-----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, TWBqOuFmf8NJ3CWaUmd6D7PyQn/vnGhm+KNqJ1PYF4yic5lMx95XbJ34MZw/lzZi unC5D/e7P7lcI84gvXC5NA== 0001012975-99-000066.txt : 19990330 0001012975-99-000066.hdr.sgml : 19990330 ACCESSION NUMBER: 0001012975-99-000066 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990329 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEER TECHNOLOGIES INC /DE CENTRAL INDEX KEY: 0000945127 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 133556562 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-54373 FILM NUMBER: 99575989 BUSINESS ADDRESS: STREET 1: 8000 REGENCY PARKWAY CITY: CARY STATE: NC ZIP: 27511 BUSINESS PHONE: 9193805000 MAIL ADDRESS: STREET 1: 8000 REGENCY PARKWAY CITY: CARY STATE: NC ZIP: 27511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEVEL 8 SYSTEMS INC CENTRAL INDEX KEY: 0000945384 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 112920559 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 1250 BROADWAY STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2122441234 MAIL ADDRESS: STREET 1: 382 MAIN STREET STREET 2: 1250 BROADWAY 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: ACROSS DATA SYSTEMS INC DATE OF NAME CHANGE: 19950517 SC 13E3/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13E-3 Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) (Amendment No. 5) SEER TECHNOLOGIES, INC. -------------------------------------------------- (Name of Issuer) LEVEL 8 SYSTEMS, INC. LIRAZ SYSTEMS LTD. ---------------------------------------------- (Name of Person(s) Filing Statement) Common Shares, par value $0.01 per share (Title of Class of Securities) 815780 10 1 ---------------------------------------------- (CUSIP Number of Class of Securities) Arie Killman Level 8 Systems, Inc. 1250 Broadway, 35th Floor New York, NY 10001 (212) 244-1234 ---------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) Copy to: Edward W. Kerson, Esq. Proskauer Rose LLP 1585 Broadway New York, New York 10036 (212) 969-3000 - -------------------------------------------------------------------------------- This statement is filed in connection with (check the appropriate box): The filing of solicitation materials or an information statement a. |_| subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. |_| The filing of a registration statement under the Securities Act of 1933. c. |X| A tender offer. d. |_| None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: |_| Calculation of Filing Fee Transaction valuation Amount of filing fee - ---------------------------------------- ------------------------------------ $1,697,409 (1) $339.48 (2) - ---------------------------------------- ------------------------------------ (1) Calculated by multiplying $0.35, the per share tender offer price, by 4,849,739, the number of shares of common stock being sought in the tender offer. (2) Calculated as 1/50 of 1% of the transaction value. |X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $339.48 Form or Registration No.: 14D-1 Filing Party: Level 8 Systems, Inc. Date Filed: February 1, 1999 Amendment No. 5 --------------- The undersigned hereby amend Items 16 and 17 of their Schedule 13E-3 as hereinafter set forth. Item 16. Additional Information. Item 16 is hereby amended to add the following: The terms of the Press Release of Level 8 Systems, Inc. dated March 26, 1999 and attached to this amendment as Exhibit (d)(11) are incorporated herein by reference. Item 17. Material to be Filed as Exhibits Item 17 is hereby amended to add the following exhibits: (d)(11) Press Release dated March 26, 1999 SIGNATURE --------- After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 29, 1999 LEVEL 8 SYSTEMS, INC. By: /s/ Arie Kilman --------------------------------------------- Name: Arie Kilman Title: Chairman of the Board and Chief Executive Officer LIRAZ SYSTEMS LTD. By: /s/ Arie Kilman --------------------------------------------- Name: Arie Kilman Title: Chairman of the Board and President 13E-3 EXHIBIT INDEX Exhibit Description - ------- ----------- (a) None (b)(1) Preliminary Due Diligence Report dated August 13, 1998 prepared by Burton Grad Associates, Inc.*+ (c)(1) Agreement dated as of November 23, 1998 among Level 8 Systems, Inc., Welsh Carson Anderson & Stowe VI, L.P. ("WCAS") and certain parties affiliated or associated with WCAS is incorporated by reference to Exhibit 2.1 of Level 8 Systems, Inc.'s Report on Form 8-K filed with the Securities and Exchange Commission on January 15, 1999. (d)(1) Offer to Purchase dated February 1, 1999* (d)(2) Letter of Transmittal* (d)(3) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* (d)(4) Letter To Our Clients* (d)(5) Notice of Guaranteed Delivery* (d)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9* (d)(7) Press Release dated February 1, 1999* (d)(8) Supplement to the Offer to Purchase dated February 24, 1999* (d)(9) Press Release dated March 2, 1999* (d)(10) Press Release dated March 16, 1999* (d)(11) Press Release dated March 26, 1999 (e) None (f) None _________________________ * Previously filed. + Confidential treatment has been requested for certain provisions of this Exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The omitted portions have been separately filed with the Commission. EX-99 2 EXHIBIT (D)(11) CONTACT: Ruder Finn Stacy Lipschitz/Lauren Felice 212-583-2757 / 212-593-6370 lipschitzs@ruderfinn.com/felicel@ruderfinn.com FOR IMMEDIATE RELEASE LEVEL 8 SYSTEMS, INC. ANNOUNCES EXTENSION OF TENDER OFFER New York, New York, March 26, 1999 -- Level 8 Systems, Inc. (Nasdaq: LVEL) announced today that it has extended the expiration date of the tender offer by Level 8 for all the outstanding shares of common stock of Seer Technologies, Inc. from 5:00 P.M., New York City time, on Friday, March 26, 1999, to 5:00 P.M., New York City time, on Thursday, April 15, 1999. Level 8 commenced an offer to purchase all the outstanding shares of Seer that it did not already own for $0.35 per share in cash on February 1, 1999. There are currently 4,849,739 outstanding shares of Seer common stock not owned by Level 8. As of 5:00 p.m. on March 25, 1999, 3,255,233 shares had been validly tendered to Level 8 (and not properly withdrawn in accordance with the offer). American Stock Transfer & Trust Company is the depository for the tender offer. Beacon Hill Partners, Inc. is the Information Agent for the offer and can address questions regarding tender and delivery procedures at 800/792-2829. Level 8 is a premier provider of scalable enterprise application integration solutions through a combination of technologies and services that enable organizations to meet their information systems integration and management needs. # # # -----END PRIVACY-ENHANCED MESSAGE-----