-----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, QRZZ/wxFSGC6eOs3snbKmgZWcaAkEzF8S+KwUEIoQUtclsnWpuPToPyf+iLDbjYN 7p7PNvtIa/OpFZFtEAMPKg== /in/edgar/work/20000816/0000950144-00-010530/0000950144-00-010530.txt : 20000922 0000950144-00-010530.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950144-00-010530 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000816 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-T/A SEC ACT: SEC FILE NUMBER: 005-45577 FILM NUMBER: 703798 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-T/A 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-T/A 1 scto-ta.txt CONCENTREX INCORPORATED 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 (AMENDMENT NO. 2) --------------------- CONCENTREX INCORPORATED (Name of Subject Company) JH ACQUISITION CORP. and JOHN H. HARLAND COMPANY (Offerors) (Names of Filing Persons (identifying status as offeror, issuer or other person)) COMMON STOCK, NO PAR VALUE PER SHARE (Title of Class of Securities) 20589S105 (Cusip Number of Class of Securities) JH ACQUISITION CORP. C/O JOHN H. HARLAND COMPANY 2939 MILLER ROAD DECATUR, GEORGIA 30035 ATTN: JOHN C. WALTERS TELEPHONE: (770) 593-5617 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Offerors) --------------------- Copy To: ALAN J. PRINCE, ESQ. MARK E. THOMPSON, ESQ. KING & SPALDING 191 PEACHTREE STREET ATLANTA, GEORGIA 30303-1763 TELEPHONE: (404) 572-4600 --------------------- CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- TRANSACTION VALUATION AMOUNT OF FILING FEE* - -------------------------------------------------------------------------------- $41,968,619 $8,394 - -------------------------------------------------------------------------------- * For the purpose of calculating the fee only, this amount assumes the purchase of 5,995,517 shares of common stock, no par value per share, of Concentrex Incorporated at $7.00 per share. Such number includes all outstanding shares as of July 17, 2000, and assumes the exercise of all in-the-money stock options to purchase shares of Common Stock which are outstanding as of such date. 2 [X]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: $8,394 Filing Party: John H. Harland Company JH Acquisition Corp. Form or Registration No.: Schedule TO Date Filed: July 21, 2000 [ ]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. [X] 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 Page 2 of 5 This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed with the Securities and Exchange Commission on July 21, 2000 and as amended on August 9, 2000, by John H. Harland Company, a Georgia corporation ("Harland"), and JH Acquisition Corp., an Oregon corporation and a wholly owned subsidiary of Harland (the "Offeror"). The Schedule TO relates to the offer by the Offeror to purchase all the outstanding shares of common stock, no par value (the "Shares"), of Concentrex Incorporated, an Oregon corporation ("Concentrex"), at a purchase price of $7.00 per Share, net to the seller in cash, less any required withholding taxes and without interest thereon (the "Offer Price"), upon the terms and subject to the conditions set forth in the related offer to purchase dated July 21, 2000 (the "Offer to Purchase"), and in the related letter of transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). ITEMS 1 THROUGH 9, 11 and 12 Items 1 through 9, 11 and 12 of the Schedule TO which incorporate by reference the information contained in the Offer to Purchase are hereby amended as follows: 1. The second full paragraph of the section of the Offer to Purchase entitled "Certain Information Concerning Concentrex" on pages 14 and 15 is hereby amended and restated to read in its entirety as follows: "Certain Financial Projections for Concentrex. Prior to entering into the Merger Agreement, Harland conducted a due diligence review of Concentrex and in connection with such review received certain non-public information provided by Concentrex, including certain projected financial information (the "Projections") for the years ended December 31, 2000 through 2002 and preliminary results for the three and six months ended June 30, 2000, each as set forth below. Concentrex does not in the ordinary course publicly disclose projections and the Projections were not prepared with a view to public disclosure. Accordingly, none of Concentrex, Harland or the Offeror intends to, and specifically declines any obligation to, update or otherwise revise the Projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even if any or all of the Projections are shown to be in error. Also, none of Concentrex, Harland or the Offeror intends to, and specifically declines any obligation to, update or revise the Projections to reflect changes in general economic or industry conditions. Concentrex has advised Harland and the Offeror that the Projections represent what Concentrex believes to be a reasonable estimate of Concentrex's future financial performance and reflect significant assumptions and subjective judgments by Concentrex's management regarding industry performance and general business and economic conditions. In particular, Concentrex assumed (a) a dramatic acceleration of product sales growth in excess of historical results, (b) that Concentrex would have sufficient cash flow to fund its operations and (c) that Concentrex's rate of profitability would increase in a manner consistent with revenue growth. The Projections do not give effect to the Offer or the potential combined operations of Harland and Concentrex. The Projections are set forth below in this Offer to Purchase for the limited purpose of giving the holders of the Shares access to the material financial projections prepared by Concentrex's management that were made available to Harland and the Offeror in connection with the Merger Agreement and the Offer. 4 Page 3 of 5 HARLAND AND THE OFFEROR, AFTER DISCUSSIONS WITH CONCENTREX, BELIEVE THAT THE PROJECTIONS, AS A WHOLE, WOULD NOT BE ATTAINABLE FOR CONCENTREX ON A STAND-ALONE BASIS. Based on the year-to-date results of Concentrex which were reviewed by Harland, as well as Harland's assessment of the sustainability of the growth rates of Concentrex, Harland concluded that the Projections would not, as a whole, be attainable. In particular, Harland believes that the Projections are not attainable primarily because the revenue is overstated for the periods indicated. In addition, Harland believes that the projected cost of revenue and operating expenses are understated in relation to the levels of projected revenue." 2. Item 12 of the Schedule TO is hereby amended and supplemented to add: "(a)(13) Press Release issued by Harland on August 16, 2000." 5 Page 4 of 5 SIGNATURE 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. JOHN H. HARLAND COMPANY By: /s/ JOHN C. WALTERS ---------------------------------------- Name: John C. Walters Title: Vice President JH ACQUISITION CORP. By: /s/ JOHN C. WALTERS ---------------------------------------- Name: John C. Walters Title: Vice President Date: August 16, 2000 6 Page 5 of 5 EXHIBIT INDEX
Exhibit No. Exhibit Name - ----------- ------------ *(a)(1) Offer to Purchase dated July 21, 2000. *(a)(2) Form of Letter of Transmittal. *(a)(3) Form of Notice of Guaranteed Delivery. *(a)(4) Form of Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *(a)(7) Summary Advertisement as published on July 21, 2000. *(a)(8) Press Release issued by Harland on July 17, 2000. *(a)(9) Press Release issued by Harland on July 21, 2000. *(a)(10) Press Release issued by Harland on August 7, 2000. *(a)(11) Transcript from Harland analyst conference call on July 17, 2000. *(a)(12) Excerpts from the transcript from Harland analyst conference call on July 24, 2000 relating to the Concentrex transaction. (a)(13) Press Release issued by Harland on August 16, 2000. *(b) Commitment Letter dated July 26, 2000 from SunTrust Bank and SunTrust Equitable Securities, together with the related Summary of Terms and Conditions *(d)(1) Agreement and Plan of Merger, dated as of July 17, 2000, by and among John H. Harland Company, JH Acquisition Corp. and Concentrex Incorporated. (Incorporated by reference from Appendix A to the Offer to Purchase filed as Exhibit (a)(1) hereto.) *(d)(2) Form of Tender Agreement, dated July 17, 2000, by and among the Tendering Stockholders, John H. Harland Company and JH Acquisition Corp. (Incorporated by reference from Appendix B to the Offer to Purchase filed as Exhibit (a)(1) hereto.)
- ------------------------------------ * Previously filed. EX-99.(A)(13) 2 ex99-a13.txt PRESS RELEASE ISSUED ON 8/16/2000 1 Exhibit (a)(13) NEWS RELEASE H PO Box 105250, Atlanta, GA 30348 (770) 981-9460 www.harland.net FOR MORE INFORMATION, CONTACT: Victoria P. Weyand, Vice President of Communications 770-593-5127 vweyand@harland.net HARLAND FILES AMENDMENT TO SCHEDULE TO ATLANTA (August 16, 2000) - John H. Harland Company (NYSE: JH) announced that it plans to file today an amendment to its tender offer statement regarding the acquisition of Concentrex Incorporated (Nasdaq: CCTX) filed on Schedule TO with the Securities and Exchange Commission (SEC) to incorporate additional comments from the SEC. Harland has filed a tender offer statement with the SEC and Concentrex has filed 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, including the amendments to these documents. The tender offer statement (including an offer to purchase, letter of transmittal and related tender documents) and the solicitation/recommendation statement 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. As previously announced, Harland has commenced a tender offer for all of the outstanding shares of Concentrex pursuant to an Agreement and Plan of Merger, dated as of July 17, 2000 for $7.00 per share, net to seller, in cash. The tender offer will expire at 12:00 midnight, New York City time, on Friday, August 18, 2000, unless extended. The tender offer is subject to certain conditions, including at least a majority of Concentrex's outstanding shares, on a fully diluted basis, being tendered without withdrawal prior to the expiration of Harland's offer. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Concentrex Incorporated. ### 2 HARLAND FILES AMENDMENT TO SCHEDULE TO AUGUST 16, 2000 PAGE TWO 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." These statements include statements regarding the intent, belief or current expectations of John H. Harland Company, 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. -----END PRIVACY-ENHANCED MESSAGE-----