-----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, U/I9/7yTNPleyT8nOmW/bxcNMkHPkbNeIYs1T5Bcp0u+j2gjbb0yoc23d+2bM6jg ViSLSWEC8BfJSz/+dDfE7Q== /in/edgar/work/20000717/0000950144-00-008802/0000950144-00-008802.txt : 20000920 0000950144-00-008802.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950144-00-008802 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000717 GROUP MEMBERS: HARLAND JOHN H CO GROUP MEMBERS: JH ACQUISITION CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CFI PROSERVICES INC CENTRAL INDEX KEY: 0000908180 STANDARD INDUSTRIAL CLASSIFICATION: [7372 ] IRS NUMBER: 930704365 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: SEC FILE NUMBER: 005-45577 FILM NUMBER: 674096 BUSINESS ADDRESS: STREET 1: 400 S W SIXTH AVE STREET 2: SUITE 200 CITY: PORTLAND STATE: OR ZIP: 97204 BUSINESS PHONE: 5032747280 MAIL ADDRESS: STREET 1: 400 S W SIXTH AVE STREET 2: STE 200 CITY: PORTLAND STATE: OR ZIP: 97204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARLAND JOHN H CO CENTRAL INDEX KEY: 0000045599 STANDARD INDUSTRIAL CLASSIFICATION: [2780 ] IRS NUMBER: 580278260 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 2939 MILLER RD CITY: DECATUR STATE: GA ZIP: 30035 BUSINESS PHONE: 7709819460 MAIL ADDRESS: STREET 1: 2939 MILLER RD CITY: DECATUR STATE: GA ZIP: 30039 SC TO-C 1 scto-c.txt CONCENTREX INCORPORATED / JOHN H. HARLAND COMPANY 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE TO (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CONCENTREX INCORPORATED (Name of Subject Company (Issuer)) JOHN H. HARLAND COMPANY and JH ACQUISITION CORP. (Bidders) (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)) COMMON STOCK, NO PAR VALUE PER SHARE (Title of Class of Securities) 12525N100 (CUSIP Number of Class of Securities) John H. Harland Company 2939 Miller Road Decatur, Georgia 30035 Attn: John C. Waters, Esq. Telephone: (770) 593-5617 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Filing Persons) Copies to: Alan J. Prince, Esq. Mark E. Thompson, Esq. King & Spalding 191 Peachtree Street Atlanta, Georgia 30303 Telephone: (404) 572-4600 ================================================================================ CALCULATION OF FILING FEE Transaction Valuation: Amount of Filing Fee: Not Applicable Not Applicable ================================================================================ 2 [ ] Check the 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: ______________ Filing Party: _____________ Form or Registration No.: ____________ Date Filed: _______________ [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] 3 ITEM 12. EXHIBITS 99(a)(1) Text of press release issued by John H. Harland Company dated July 17, 2000. 99(a)(2) Text of press release issued by Concentrex Incorporated dated July 17, 2000. 99(a)(3) Text of script for John H. Harland Company analyst conference call dated July 17, 2000.
Exhibit Number Exhibit Name - ------ ------------ 99(a)(1) Text of press release issued by John H. Harland Company dated July 17, 2000. 99(a)(2) Text of press release issued by Concentrex Incorporated dated July 17, 2000. 99(a)(3) Text of script for John H. Harland Company analyst conference call dated July 17, 2000.
EX-99.(A)(1) 2 ex99-a1.txt TEXT OF PRESS RELEASE 1 EXHIBIT 99(a)(1) FOR MORE INFORMATION, CONTACT: INVESTORS Victoria P. Weyand, Vice President of Communications 770-593-5127 vweyand@harland.net MEDIA John Pensec, Director of Corporate Communications 770-593-5443 jpensec@harland.net HARLAND TO ACQUIRE CONCENTREX INCORPORATED Acquisition Gives Harland a Leading Position in Financial Software ATLANTA (July 17, 2000) - John H. Harland Company (NYSE: JH) has signed a definitive agreement to acquire the outstanding shares of Concentrex Incorporated (Nasdaq: CCTX) in a tender offer for $7 per share, the companies announced today. As a result of this acquisition, Harland will be one of the larger software companies focused on the financial institution market, with leading positions in lending and mortgage origination and closing applications, core application offerings for credit unions, MCIFs and business intelligence solutions. Harland will also gain a position from which to deliver e-commerce solutions. The company's combined software revenues for 2000 are projected to be $150 million on an annualized basis. Harland will pay approximately $140 million for Concentrex, which includes loan obligations and transaction-related expenses. Harland expects the acquisition to be dilutive to earnings during 2000 and 2001. Excluding the write-off of acquired in-process research and development costs, dilution in 2000 is projected to be about $0.15 per share. However, the acquisition is expected to be accretive to cash flow by the end of 2000. The company expects to commence the tender offer on or about July 21. The tender offer will be followed by a merger, in which any remaining shares will be converted into the right to receive $7 in cash. The closing is subject to receiving a majority of Concentrex's outstanding shares in the tender offer, receiving regulatory approval and other closing conditions. - more - 2 HARLAND TO ACQUIRE CONCENTREX INCORPORATED JULY 17, 2000 PAGE TWO "The combined products, significant customer base and employee talent will give Harland critical mass in software for financial institutions, market leadership in key segments and an important growth platform," said Timothy C. Tuff, chairman and chief executive officer of Harland. "We will be able to launch tightly integrated software solutions for financial institutions that build on our complementary product suites." Matt Chapman, chairman and chief executive officer of Concentrex, said, "This agreement provides opportunity for both companies and is the best way to enhance value for our customers and employees while providing our shareholders with a material premium over the current share price." John O'Malley, vice president and general manager of Harland Software, will manage the combined organization. O'Malley joined Harland in 1999 with more than 20 years experience in the financial services market, including executive positions with Hogan Systems and Fiserv, where he managed Fiserv's community bank core processing division. ### This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Concentrex Incorporated. At the time the offer is commenced Harland will file a tender offer statement with the Securities and Exchange Commission (SEC) and Concentrex will file a solicitation/recommendation statement with respect to the offer. Concentrex shareholders are advised to read the tender offer statement regarding the acquisition of Concentrex referenced in this press release, and the related solicitation/recommendation statement. The tender offer statement (including an offer to purchase, letter of transmittal and related tender documents) and the solicitation/recommendation statement will contain important information which should be read carefully before any decision is made with respect to the offer. These documents will be made available to all stockholders of Concentrex at no expense to them. These documents will also be available at no charge on the SEC's web site at www.sec.gov. ABOUT HARLAND Atlanta-based John H. Harland Company (www.harland.net) is listed on the New York Stock Exchange under the symbol "JH." Harland is a leading provider of checks, financial software and direct marketing to the financial institution market. Scantron Corporation (www.scantron.com), a wholly owned subsidiary, is a leading provider of software services and systems for the collection, management and interpretation of data to the financial, commercial and educational markets. ABOUT CONCENTREX INCORPORATED Concentrex Incorporated, based in Portland, Oregon, is a leading provider of technology-powered solutions to deliver financial services, including a broad range of traditional software and services integrated with leading e-commerce solutions that already enable its customers to serve more than 1 million home banking customers. Concentrex serves over 5,500 financial institutions of all types and sizes in the United States. Concentrex has major offices in 11 additional cities across the country. Its World Wide Web site is www.concentrex.com. This press release contains statements which may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the intent, belief or current expectations of John H. Harland Company, 3 Concentrex Incorporated and members of their respective management, as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and that actual results may differ materially from those contemplated by such forward-looking statements. Reference is made to the Risk Factors and Cautionary Statements of Harland's Form 10-K and Form 10-Q and to Concentrex's Securities and Exchange Commission reports filed under the Securities Exchange Act. EX-99.(A)(2) 3 ex99-a2.txt TEXT OF PRESS RELEASE 1 EXHIBIT 99(a)(2) JOHN H. HARLAND BUYS CONCENTREX FOR $7.00 PER SHARE Monday, July 17, 2000 08:05 AM PORTLAND, Ore., July 17 /PRNewswire/ -- Concentrex Incorporated (Nasdaq: CCTX, news, msgs) announced today that it has reached an agreement with John H. Harland Company (NYSE: JH, news, msgs) under the terms of which Harland will pay approximately $140 million for Concentrex, taking into account the Company's loan obligations and transaction-related expenses. The transaction will take the form of a tender offer of $7.00 per Concentrex share and is expected to close in August. The closing is subject to receiving a majority of Concentrex's outstanding shares in the tender offer, receiving regulatory approval and other closing conditions. "There is little overlap between Harland's software division and Concentrex in terms of products, and we believe this acquisition provides the best opportunity for our employees and our customers," said Matt Chapman, Concentrex Chairman and CEO. "Concentrex has been under extreme pressure because of concerns over our financial situation and a transaction of this type was essential for the Company. Getting the benefit of Harland's extremely strong balance sheet and cash generation will address this financial concern, while providing a material premium over the current share price for our shareholders." Concentrex also announced today that its second quarter results are expected to be substantially below analyst expectations, and, as a result, it is in default under the loan covenants with its lenders. "Our financial position with our lenders is a principal reason we have chosen to sell the company," added Chapman. Allen & Co. was retained by Concentrex to assist it in pursuing strategic alternatives and served as investment advisor in this transaction. About Concentrex Incorporated Concentrex Incorporated, based in Portland, Oregon, is a leading provider of technology-powered solutions to deliver financial services, including a broad range of traditional software and services integrated with leading e-commerce solutions that already enable its customers to serve more than one million home banking customers. Concentrex serves over 5,000 financial institutions of all types and sizes in the United States. Concentrex has major offices in 11 additional cities across the country. Its World Wide Web site is www.concentrex.com About Harland Atlanta-based John H. Harland Company (www.harland.net) is listed on the New York Stock Exchange under the symbol "JH." Harland is a leading provider of checks, financial software and direct marketing to the financial institution market. Scantron Corporation (www.scantron.com), a wholly owned subsidiary, is a leading provider of software services and systems for the collection, management and interpretation of data to the financial, commercial and educational markets. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Concentrex Incorporated. At the time the offer is commenced Harland will file a tender offer statement with the U.S. Securities and Exchange Commission (SEC) and Concentrex will file a solicitation/recommendation statement with respect to the offer. Concentrex shareholders are advised to read the tender offer statement regarding the acquisition of Concentrex referenced in this press release, and the related solicitation/recommendation statement. The tender offer statement (including an offer to purchase, letter of transmittal and related tender documents) and the solicitation/recommendation statement will contain important information which should be read carefully before any decision is made with respect to the offer. These documents will be made available to all stockholders of Concentrex at no expense to them. These documents will also be available at no charge on the SEC's web site at www.sec.gov. This press release contains statements which may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the intent, belief or current expectations of John H. Harland Company, Concentrex Incorporated 2 and members of their respective management, as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and that actual results may differ materially from those contemplated by such forward-looking statements. Reference is made to the Risk Factors and Cautionary Statements of Harland's Form 10-K and Form 10-Q and to Concentrex's Securities and Exchange Commission reports filed under the Securities Exchange Act. SOURCE Concentrex Incorporated CONTACT: media, Tom Gauntt, Public Relations, ext. 2177, tgauntt@concentrex.com, or investors, Deanna Whitestone, Investor Relations, ext. 2418, dwhitestone@concentrex.com, both of Concentrex Incorporated, 503-274-7280; or John Pensec, Director of Corporate Communications, 770-593-5543, jpensec@harland.net, or Victoria P. Weyand, Vice President of Communications, 770-593-5127, vweyand@harland.net, both of John H. Harland Company EX-99.(A)(3) 4 ex99-a3.txt TEST OF SCRIPT 1 EXHIBIT 99(a)(3) SCRIPT FOR JULY 17, 2000 CONFERENCE CALL [Tim Tuff speaking] Good morning. We've said all along that Harland is a turnaround and growth scenario. We'll cover our progress on the turnaround next week when we discuss second quarter earnings. Today, however, we have taken a major step forward on our growth strategy. Harland has signed a definitive agreement to acquire Concentrex Incorporated in a tender offer for $7 per share. This announcement speaks directly to the establishment of a growth platform for the company and to our mission to produce superior returns for our shareholders by being the leading provider of products and services to our chosen segments of the financial and educational markets. Concentrex will help us produce superior returns for our shareholders by giving us the opportunity to increase revenue growth. This will be accomplished by increasing our product and services offerings and by significantly increasing our software customer base. Concentrex will also give us leading positions in key market segments. We also anticipate this transaction to be accretive to cash flow by the end of the year. Concentrex serves more than 5,500 financial institutions in the U.S. Thirteen of the country's 20 largest financial institutions use mission critical systems designed by Concentrex, and more than half of all banks and about 1,000 credit unions - use Concentrex's products. With the acquisition, Harland will be one of the larger providers of software to the financial institution market. The company's combined software revenues for 2000 are projected to be $150 million on an annualized basis. We'll also achieve our goal of being #1 or #2 in a number of key market segments, including: #1 in lending #1 in MCIFs 2 #1 or #2 in data marts #2 in mortgage and #2 or #3 in core applications for credit unions With Concentrex's e-commerce products, we also gain a starting position to deliver Internet solutions for financial institutions. - - Bill payment - - Online banking - - Business-to-business portal offering additional products and services to financial institutions Concentrex's highly respected LaserPro lending suite complements our own product - - financial.center - which we recently introduced. We'll now be able to provide a full-range of lending products and services tailored to the specific technology needs of customers - whether they need a Windows or browser-based solution. We believe that the acquisition of Concentrex will give us critical mass in this industry, a clear growth platform, strong complementary products that can be tightly integrated, a significantly expanded customer base and excellent employee talent. Having said that, we view this as a turnaround situation. But we've done those before. Our approach will be to focus on Concentrex's core businesses, restore customer focus and introduce clear, bottom-line accountability. We'll articulate more details once the deal is closed. Harland's combined software businesses will report to John O'Malley. John joined Harland in 1999 with more than 20 years experience in the financial services market, including executive positions with Hogan Systems and Fiserv. We expect to finalize the acquisition in late August, and with that, I'll turn it over to Charlie. 3 [Charlie Carden speaking] Thank you Tim. I'd like to go over some of the financial parameters of the transaction for you. As Tim said earlier, the total transaction value is approximately $140 million, of which $46 million represents the purchase of equity, and about $94 million represents the assumption of debt and other liabilities and certain transaction-related costs. The goodwill to be reflected is expected to be approximately $106 million after a writeoff of $10 million of in-process R&D. Excluding the impact of the write-off of acquired in-process research and development costs, the transaction will be dilutive to earnings per share by about $0.15 in 2000 and $0.11 in 2001. It will be accretive thereafter. On a cash basis, we expect it to be accretive by the fourth quarter of this year. The acquisition will be financed by cash on hand and a new senior revolving credit facility, with SunTrust as the arranging agent and First Union and Wachovia as co-agents. Harland's existing Senior A Notes ($85 million) and Term Loan ($15 million) will be refinanced in this transaction. Harland's second quarter earnings will be announced on July 24th. A conference call has been scheduled at 10:00am on that date. We look forward to talking with you then. At this point, I'll turn the call back to Tim. -----END PRIVACY-ENHANCED MESSAGE-----