-----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, HuRg0SjkWioQ8KhnyazpgxKqYwXTPjsVN0SahAIEGCgydNi7/QWlF69FZ42WVlG/ 33NsWwSKKf3noMUBjtYmCw== 0000950153-99-001280.txt : 19991019 0000950153-99-001280.hdr.sgml : 19991019 ACCESSION NUMBER: 0000950153-99-001280 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991018 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EFFECTIVE MANAGEMENT SYSTEMS INC CENTRAL INDEX KEY: 0000853372 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 391292200 STATE OF INCORPORATION: WI FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-49341 FILM NUMBER: 99730239 BUSINESS ADDRESS: STREET 1: 12000 WEST PARK PL CITY: MILWAUKEE STATE: WI ZIP: 53224 BUSINESS PHONE: 4143599800 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IFS AB CENTRAL INDEX KEY: 0001094511 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1900 E GOLF RD STREET 2: STE 900 CITY: SCHAUMBURG STATE: IL ZIP: 60173 MAIL ADDRESS: STREET 1: 1900 E GOLF RD STREET 2: STE 900 CITY: SCHAUMBURG STATE: IL ZIP: 60173 SC 14D1/A 1 SC 14D1/A 1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- SCHEDULE 14D-1 TENDER OFFER STATEMENT Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and SCHEDULE 13D under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) (FINAL AMENDMENT) EFFECTIVE MANAGEMENT SYSTEMS, INC. (Name of Subject Company) IFS ACQUISITION, INC. IFS AMERICAS, INC. INDUSTRIAL & FINANCIAL SYSTEMS, IFS AB (Bidders) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 282017 10 2 (CUSIP Number of Class of Securities) TERJE VANGBO PRESIDENT AND CHIEF EXECUTIVE OFFICER IFS ACQUISITION, INC. AND IFS AMERICAS, INC. 1900 EAST GOLF ROAD, SUITE 900 SCHAUMBURG, ILLINOIS 60173 (847) 995-9600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) Copy To: CHRISTIAN J. HOFFMANN, III, ESQ. STREICH LANG, P.A. TWO NORTH CENTRAL AVENUE PHOENIX, ARIZONA 85004 (602) 229-5200 - -------------------------------------------------------------------------------- (Continued on following page(s)) (Page 1 of 6 Pages) 2 SCHEDULE 14D-1 CUSIP No. 282017 10 2 Page 2 of 6 Pages (1) Name of reporting persons: Industrial & Financial Systems, IFS AB I.R.S. Identification No. of above person (entities only): N/A (2) Check the appropriate box if a member of a group (see instructions): (a) / / (b) /X/ (3) SEC use only (4) Source of funds (see instructions): WC (5) Check box if disclosure of legal proceedings is required pursuant to Items 2(e) or 2(f) / / (6) Citizenship or place of organization: Sweden (7) Aggregate amount beneficially owned by each reporting person: 5,972,944 shares of common stock* (8) Check box if the aggregate amount in Row (7) excludes certain shares (see instructions): / / (9) Percent of class represented by amount in Row (7): 97.2%* (10) Type of reporting person (see instructions): CO *Excludes shares that may be issuable under the Stock Option Agreement dated as of September 1, 1999, by and among the Purchaser, Parent and the Company. 2- 3 SCHEDULE 14D-1 CUSIP No. 282017 10 2 Page 3 of 6 Pages (1) Name of reporting persons: IFS Americas, Inc. I.R.S. Identification No. of above person (entities only): 36-431-4355 (2) Check the appropriate box if a member of a group (see instructions): (a) / / (b) /X/ (3) SEC use only (4) Source of funds (see instructions): AF (5) Check box if disclosure of legal proceedings is required pursuant to Items 2(e) or 2(f) / / (6) Citizenship or place of organization: Delaware (7) Aggregate amount beneficially owned by each reporting person: 5,972,944 shares of common stock* (8) Check box if the aggregate amount in Row (7) excludes certain shares (see instructions): / / (9) Percent of class represented by amount in Row (7): 97.2%* (10) Type of reporting person (see instructions): CO *Excludes shares that may be issuable under the Stock Option Agreement dated as of September 1, 1999, by and among the Purchaser, Parent and the Company. 3- 4 SCHEDULE 14D-1 CUSIP No. 282017 10 2 Page 4 of 6 Pages (1) Name of reporting persons: IFS Acquisition, Inc. I.R.S. Identification No. of above person (entities only): 36-431-4350 (2) Check the appropriate box if a member of a group (see instructions): (a) / / (b) /X/ (3) SEC use only (4) Source of funds (see instructions): AF (5) Check box if disclosure of legal proceedings is required pursuant to Items 2(e) or 2(f) / / (6) Citizenship or place of organization: Wisconsin (7) Aggregate amount beneficially owned by each reporting person: 5,972,944 shares of common stock* (8) Check box if the aggregate amount in Row (7) excludes certain shares (see instructions): / / (9) Percent of class represented by amount in Row (7): 97.2%* (10) Type of reporting person (see instructions): CO *Excludes shares that may be issuable under the Stock Option Agreement dated as of September 1, 1999, by and among the Purchaser, Parent and the Company. 4- 5 This Amendment No. 1, the final amendment, amends the joint Schedule 14D-1 Tender Offer Statement and Schedule 13D Statement (the "Schedule 14D-1") relating to the offer by IFS Acquisition, Inc., a Wisconsin corporation (the "Purchaser") and a wholly-owned subsidiary of IFS Americas Inc., a Delaware corporation (the "Parent"), to purchase all outstanding shares of common stock, par value $.01 per share, of Effective Management Systems, Inc., a Wisconsin corporation (the "Company"), at a price of $4.50 per share net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 8, 1999 (the "Offer to Purchase"), and in the related Letter of Transmittal. Parent is a subsidiary of Industrial & Financial Systems, IFS AB, a corporation organized under the laws of Sweden ("IFS"). Capitalized terms used but not otherwise defined herein shall have their meanings assigned in the Schedule 14D-1. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The information set forth in Item 6 of the Schedule 14D-1 and in the Offer to Purchase are hereby amended as follows: At 5:00 p.m., New York City time, on Friday, October 15, 1999, the Offer expired. Based on a preliminary count, 5,972,944 Shares were tendered pursuant to the Offer, of which 15,861 Shares were tendered pursuant to notices of guaranteed delivery. Effective as of 5:01 p.m. on October 15, 1999, all Shares validly tendered and not withdrawn prior to the expiration of the Offer were accepted for payment. The acceptance of such tendered Shares resulted in Parent and its subsidiaries owning approximately 97% of the outstanding Shares. A copy of the press release announcing the expiration of the Offer and the acceptance for payment of validly tendered Shares is attached hereto as Exhibit (a)(9) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended by adding the following exhibit: (a)(9) Press Release issued by Parent on October 18, 1999. 5- 6 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: October 18, 1999 INDUSTRIAL & FINANCIAL SYSTEMS, IFS AB By: /s/ Terje Vangbo ---------------------------------------- Name: Terje Vangbo ---------------------------------------- Title: Area Manager, North America and Director ---------------------------------------- IFS AMERICAS, INC. By: /s/ Terje Vangbo ---------------------------------------- Name: Terje Vangbo ---------------------------------------- Title: President ---------------------------------------- IFS ACQUISITION, INC. By: /s/ Terje Vangbo ---------------------------------------- Name: Terje Vangbo ---------------------------------------- Title: President ---------------------------------------- 6- EX-99.1 2 EX-99.1 1 EXHIBIT (A)(9) PRESS RELEASE - FOR IMMEDIATE RELEASE IFS Americas, Inc. Acquires 97% of Effective Management Systems, Inc. in Cash Tender Offer TUCSON, ARIZONA, OCTOBER 18, 1999 - IFS Americas, Inc. ("IFS") (a Delaware corporation) today announced that its wholly-owned subsidiary, IFS Acquisition, Inc., has accepted for payment and made arrangements to pay for approximately 97% of the outstanding shares of common stock of Effective Management Systems, Inc. (OTC: EMSI) ("EMS" or the "Company") at a price of $4.50 per share. IFS's tender offer for all of the outstanding shares of EMS common stock at $4.50 per share expired at 5:00 p.m., New York City time on October 15, 1999. Based on a preliminary count, 4,981,224 shares were tendered (including 15,861 shares tendered by guaranteed delivery) and have been accepted for payment in accordance with the terms of the offer. Mr. Terje Vangbo, President and CEO of IFS said "with the successful completion of the tender offer, we can begin to strengthen IFS's position in the U.S., while providing IFS with the additional infrastructure necessary to keep pace with its rapid growth. We are extremely pleased that this transaction has been highly welcomed by customers, suppliers and the EMS organization." As soon as practicable, IFS Acquisition, Inc. will merge with and into EMS, making EMS a subsidiary of IFS, and each share not previously purchased in the tender offer will be converted into the right to receive $4.50 in cash. ABOUT EFFECTIVE MANAGEMENT SYSTEMS Effective Management Systems, Inc., with headquarters in Milwaukee, Wisconsin, is a provider of Enterprise Resource Planning (ERP) and Manufacturing Execution System (MES) software that helps companies optimize their manufacturing operations and coordinate those operations with all aspects of their business. EMS customers quickly and affordably integrate their entire enterprises to reduce lead times, increase throughput, improve customer service, and maintain their competitive positions. From small, single-location companies to mid-size manufacturing companies with multiple plants and relatively complex business management needs, over 21 years, EMS has delivered pre-integrated, comprehensive solutions within its TCM(TM) (Time Critical Manufacturing) software suite to over 800 discrete manufacturing facilities in the U.S., Canada, Europe and Asia. EMS's Intercim Division, based in Minneapolis, specializes in providing factory-floor manufacturing-software solutions to Fortune 500 companies, including Boeing Co. and Eastman Kodak Co., with complex production challenges. Intercim has been providing information-management solutions for more than 15 years and has over 700 installations worldwide. ABOUT IFS AND IFS APPLICATIONS Industrial & Financial Systems, IFS AB, develops and supplies IFS Applications(TM), which is a complete Enterprise Resource Planning (ERP) system for business processes in medium-to large-sized companies. It covers manufacturing, distribution, financials, maintenance management, resource management, engineering and the front office. The IFS business concept is to increase the freedom of action and competitiveness of companies by offering 7- 2 standardized business systems based on leading technologies. IFS Applications is one of the first business systems in the market developed entirely using a component-based architecture, which means that it can be readily adapted to the needs of individual customers. This comprehensive, web-enabled solution ties front and back offices together, creating a true backbone for e-commerce. IFS is the world's fastest-growing company in the ERP and maintenance software market. The company has 2,500 employees and its products are sold in 34 countries around the world. Some of the more than 1,600 major customers include Volvo, NEC, Akzo Nobel, Caterpillar, Saab, Nikon, Kimball, AlliedSignal, Ericsson, International Paper, Sundstrand Corporation and Rover Group. # # # INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS Certain statements contained in this press release, including, without limitation, statements containing the words "believes," "expects," and words of similar import, constitute "forward-looking" statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following; recent poor financial results, financial covenants and limitations, lack of liquidity, recent restructuring of the Company, dependence on principal products, the Company's relationship with Baan, dependence on third party software, dependence on key employees, new products and technical change, intellectual property and property rights, variability of quarterly operating results, limited back log, competition, expansion plans, and control by management. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. IFS and EMS disclaim any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments. IFS Applications(TM) is a trademark of IFS Industrial & Financial Systems, IFS AB. EMS, TCM, and FACTORYnet are trademarks or registered trademarks of Effective Management Systems, Inc. or its subsidiaries. All other referenced company or product names are trademarks or registered trademarks of their respective owners. FOR ADDITIONAL INFORMATION, CONTACT: TERJE VANGBO, PRESIDENT & CEO IFS, INC. 847/995-9600 phone 847/995-9607 fax tvangbo@ifsna.com http://www.ifsab.com 8- -----END PRIVACY-ENHANCED MESSAGE-----