SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 1
(FINAL AMENDMENT)
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
---------------
Best Software, Inc.
(Name of Subject Company)
Bobcat Acquisition Corp.
The Sage Group plc
(Bidders)
---------------
Common Stock, no par value
(Title of Class of Securities)
---------------
000865791
(CUSIP Number of Class of Securities)
---------------
PAUL WALKER
CHIEF EXECUTIVE
THE SAGE GROUP PLC
SAGE HOUSE
BENTON PARK
NEWCASTLE UPON TYNE
ENGLAND NE7 7LZ
(191) 255-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
COPY TO:
RONALD C. BARUSCH, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1440 NEW YORK AVENUE, NW
WASHINGTON, D. C. 20005
(202) 371-7000
<PAGE>
SCHEDULE 14D-1
CUSIP NO.
000865791
1. Names of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Persons
Bobcat Acquisition Corp.
2. Check the Appropriate Box if a Member
of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Item 2(e) or 2(f) [ ]
6. Citizenship or Place of Organization
Virginia
7. Aggregate Amount Beneficially Owned By Each Reporting Person
11,564,864 (including 1,588,613 shares subject to guarantee of
delivery)
8. Check Box if the Aggregate Amount in Row (7)
Excludes Certain Shares [ ]
9. Percent of Class Represented By Amount in Row (7)
97.4%
10. Type of Reporting Person
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 14D-1
CUSIP NO.
000865791
1. Names of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Persons
The Sage Group plc
2. Check the Appropriate Box if a Member
of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
WC, OO
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Item 2(e) or 2(f) [ ]
6. Citizenship or Place of Organization
United Kingdom
7. Aggregate Amount Beneficially Owned By Each Reporting Person
11,564,864 (including 1,588,613 shares subject to guarantee of
delivery)
8. Check Box if the Aggregate Amount in Row (7)
Excludes Certain Shares [ ]
9. Percent of Class Represented By Amount in Row (7)
97.4%
10. Type of Reporting Person
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 14D-1
CUSIP NO.
000865791
1. Names of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Persons
Sage Delaware
2. Check the Appropriate Box if a Member
of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Item 2(e) or 2(f) [ ]
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned By Each Reporting Person
11,564,864 (including 1,588,613 shares subject to guarantee of
delivery)
8. Check Box if the Aggregate Amount in Row (7)
Excludes Certain Shares [ ]
9. Percent of Class Represented By Amount in Row (7)
97.4%
10. Type of Reporting Person
PN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 14D-1
CUSIP NO.
000865791
1. Names of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Persons
Alnery No. 1937
2. Check the Appropriate Box if a Member
of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f) [ ]
6. Citizenship or Place of Organization
United Kingdom
7. Aggregate Amount Beneficially Owned By Each Reporting Person
11,564,864 (including 1,588,613 shares subject to guarantee of
delivery)
8. Check Box if the Aggregate Amount in Row (7)
Excludes Certain Shares [ ]
9. Percent of Class Represented By Amount in Row (7)
97.4%
10. Type of Reporting Person
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 14D-1
CUSIP NO.
000865791
1. Names of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Persons
Alnery No. 1938
2. Check the Appropriate Box if a Member
of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Item 2(e) or 2(f) [ ]
6. Citizenship or Place of Organization
United Kingdom
7. Aggregate Amount Beneficially Owned By Each Reporting Person
11,564,864 (including 1,588,613 shares subject to guarantee of
delivery)
8. Check Box if the Aggregate Amount in
Row (7) Excludes Certain Shares [ ]
9. Percent of Class Represented By Amount in Row (7)
97.4%
10. Type of Reporting Person
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 14D-1
CUSIP NO.
000865791
1. Names of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Persons
Sage Holdings Limited
2. Check the Appropriate Box if a Member
of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Item 2(e) or 2(f) [ ]
6. Citizenship or Place of Organization
United Kingdom
7. Aggregate Amount Beneficially Owned By Each Reporting Person
11,564,864 (including 1,588,613 shares subject to guarantee of
delivery)
8. Check Box if the Aggregate Amount in Row (7)
Excludes Certain Shares [ ]
9. Percent of Class Represented By Amount in Row (7)
97.4%
10. Type of Reporting Person
CO
- --------------------------------------------------------------------------------
<PAGE>
TENDER OFFER
This Amendment No. 2 (Final Amendment) constitutes the final amendment
to the Tender Offer Statement on Schedule 14D-1 (the "Statement") filed with the
Securities and Exchange Commission on January 14, 2000 by Bobcat Acquisition
Corp. (the "Purchaser") and The Sage Group plc ("Parent"), relating to the offer
by the Purchaser to purchase all of the outstanding shares (the "Shares") of
common stock, no par value (the "Common Stock") of Best Software, Inc., a
Virginia corporation (the "Company"), at $35.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated January 14, 2000 (the "Offer to Purchase"), a copy of which is
attached to the Statement as Exhibit (a)(1), and the related Letter of
Transmittal, a copy of which is attached to the Statement as Exhibit (a)(2).
This filing also constitutes Amendment No. 1 (Final Amendment) to the Schedule
13D originally filed on January 14, 2000 pursuant to Section 13(d) of the
Securities and Exchange Act of 1934, as amended, on behalf of each of the
Purchaser and Parent. Unless otherwise defined herein, all capitalized terms
used herein shall have the respective meanings given such terms in the
Statement.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and supplemented by adding thereto the
following:
Parent completed a restructuring of its corporate organization on
February 11, 2000. As a result of such restructuring, the Purchaser is a direct
wholly owned subsidiary of Sage Delaware, whose general partners are Alnery No.
1937 and Alnery No. 1938, and an indirect wholly owned subsidiary of Sage
Holdings Limited and Parent. Parent is the ultimate parent entity of the
Purchaser, Sage Delaware, Alnery No. 1937, Alnery No. 1938 and Sage Holdings
Limited.
(a)-(d), (g) Sage Delaware is a Delaware general partnership whose
offices are located at 56 Technology Drive, Irvine, California 92618. The
principal business of Sage Delaware is to act as a holding company. Sage
Delaware's general partners are Alnery No. 1937 and Alnery No. 1938, each a
company organized under the laws of England. The offices of Alnery No. 1937 and
Alnery No. 1938 are located at Sage House, Benton Park Road, Newcastle upon
Tyne, England, NE7 7LZ. The purpose of each of Alnery No. 1937 and Alnery No.
1938 is to act as a holding company. The directors of Alnery No. 1937 are Paul
Ashton Walker, James R. Eckstaedt and David R. Butler. The directors of Alnery
No. 1938 are Aidan John Hughes, James R. Eckstaedt and David R. Butler.
Sage Holdings Limited is a company organized under the laws of England
whose offices are located at Sage House, Benton Park Road, Newcastle upon Tyne,
England, NE7 7LZ. The purpose of such company is to act as a holding company.
The directors of Sage Holdings Limited are Paul Ashton Walker and Aidan John
Hughes.
Mr. Butler's business address is c/o Sage Software, Inc., 56
Technology Drive, Irvine, CA 92618. He is currently a director of Alnery No.
1937 and Alnery No. 1938 and the President and Chief Operating Officer of Sage
Software, Inc. From April 1996 to March 1998, Mr. Butler was the Vice President
of Sales for Sage Software, Inc. and, from June 1993 to April 1996, he was the
Director of Sales for Lawson Software. Mr. Butler is a citizen of the United
States.
The business address, present principal occupation or employment, in
addition to the positions set forth above in this Item 2, the material
occupations, positions, offices or employments for the past five years and
citizenship of Mr. Walker, Mr. Hughes and Mr. Eckstaedt, and the name, principal
business and address of any corporation or other organization in which such
occupations, positions, offices and employments are or were carried on, are set
forth in Schedule I of the Offer to Purchase and incorporated herein by
reference.
(e)-(f) During the last five years neither Sage Delaware, Alnery No.
1937, Alnery No. 1938 nor Sage Holdings Limited nor, to the best knowledge of
Parent, the Purchaser, Sage Delaware, Alnery No. 1937, Alnery No. 1938 or Sage
Holdings Limited, any of the directors or executive officers of Alnery No. 1937,
Alnery No. 1938 or Sage Holdings Limited have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by adding thereto the
following:
<PAGE>
(a)-(b) The Offer expired at 12:00 midnight, New York City time, on
Friday, February 11, 2000. Based on information provided by the Depositary,
there were validly tendered and not withdrawn 11,564,864 Shares of Common Stock
(including 1,588,613 Shares of Common Stock tendered by means of guaranteed
delivery), or approximately 97.4% of the issued and outstanding Shares of Common
Stock of the Company. The Shares validly tendered and not withdrawn at such time
were accepted for payment. On February 14, 2000, Parent issued a press release
attached hereto as Exhibit (a)(10).
As the result of the restructuring described in Item 2 above, each of
Sage Delaware, Alnery No. 1937, Alnery No. 1938 and Sage Holdings Limited may be
deemed to be the beneficial owner of the Shares of Common Stock of the Company
tendered in the Offer. Each of the Sage Delaware, Alnery No. 1937, Alnery No.
1938 and Sage Holdings Limited disclaims beneficial ownership of such shares.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding thereto the
following Exhibit:
(a)(10) Press release issued by Parent, dated February 14, 2000.
EXHIBIT LIST
(a)(10) Press Release issued by Parent, dated February 14, 2000.
<PAGE>
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.
Date: February 14, 2000
BOBCAT ACQUISITION CORP.
By: /s/ Paul Stobart
----------------------------------
Name: Paul Stobart
Title: Vice President
<PAGE>
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.
Date: February 14, 2000
THE SAGE GROUP PLC
By: /s/ Paul Stobart
-----------------------------------
Name: Paul Stobart
Title: Chief Operating Officer
<PAGE>
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.
Date: February 14, 2000
SAGE DELAWARE
By: /s/ James R. Eckstaedt
-----------------------------------
Name: James R. Eckstaedt
Title: Manager
<PAGE>
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.
Date: February 14, 2000
ALNERY NO. 1937
By: /s/ James R. Eckstaedt
-----------------------------------
Name: James R. Eckstaedt
Title: Director
<PAGE>
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.
Date: February 14, 2000
ALNERY NO. 1938
By: /s/ James R. Eckstaedt
-----------------------------------
Name: James R. Eckstaedt
Title: Director
<PAGE>
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.
Date: February 14, 2000
SAGE HOLDINGS LIMITED
By: /s/ Aidan Hughes
-----------------------------------
Name: Aidan Hughes
Title: Director
<PAGE>
INDEX TO EXHIBITS
EXHIBIT EXHIBIT
-------
NUMBER
(a)(1) Offer to Purchase dated January 14, 2000.
(a)(2) Letter of Transmittal.
(a)(3) Letter for use by Brokers, Dealers, Banks, Trust Companies and
Nominees to their Clients.
(a)(4) Letter to Clients.
(a)(5) Notice of Guaranteed Delivery.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Press Release issued by Parent, dated January 12, 2000.
(a)(8) Form of Summary Advertisement, dated January 14, 2000.
(a)(9) Financial Statements of Parent for the fiscal years ended
September 30, 1998 and 1997.
(a)(10) Press Release issued by Parent, dated February 14, 2000.
(b)(1) Vendor Placing Agreement, dated January 12, 2000, by and between
Parent and Deutsche Bank AG London.
(c)(1) Agreement and Plan of Merger, dated January 12, 2000, by and among
Parent, the Purchaser and the Company.
(c)(2) Shareholders Agreement, dated January 12, 2000, by and among
Parent, the Purchaser and certain Shareholders of the Company.
(c)(3) Stock Option Agreement, dated January 12, 2000, by and among
Parent and the Company.
(c)(4) Mutual Non-Disclosure Agreement, dated October 14, 1999, by and
between Parent and the Company.
(c)(5) Letter Agreement, dated December 22, 1999, by and between Parent
and the Company.
(d) None.
(e) Not applicable.
(f) None.
<PAGE>
EXHIBIT (A)(10)
FOR IMMEDIATE RELEASE
Media Contact: PAUL WOOD COMPANY CONTACT: JEAN TUNG-NAVARRO
PAINE & ASSOCIATES SAGE US, INC.
(714) 427-3122 (949) 754-3503
[email protected] [email protected]
THE SAGE GROUP'S TENDER OFFER TO ACQUIRE BEST SOFTWARE SUCCEEDS
IRVINE, CALIF. - FEBRUARY 14, 2000 - The Sage Group plc, the world's leading
provider of PC- based accounting software, today announced that, by Friday,
February 11, 2000, 11,564,864 shares, or approximately 97%, of Best's
outstanding shares had been tendered in response to the tender offer Sage made
through a wholly owned subsidiary and which expired on February 11. The tender
of 1,588,613 shares was by guaranteed delivery. All of these shares have been
accepted for payment, with payment for them scheduled to begin on Tuesday,
February 15, 2000. Sage intends to acquire the remaining Best shares in the near
future in a "short-form" merger.
The acquisition of Best expands and strengthens Sage's market position
in the US by adding a complementary line of the leading HR, payroll, fixed asset
and analytic solutions to Sage's market-leading accounting and business
management software. The combined client base will exceed 2.1 million business
customers worldwide. Sage Group annual revenues for the year ended September 30,
1999 were $499 million. Best annual revenues for the year ended December 31,
1999 were approximately $91.4 million.
ABOUT THE SAGE GROUP
The Sage Group plc, headquartered in Newcastle upon Tyne, England, is
the world's leading provider of personal computer accounting software to small-
and medium-sized businesses. Sage Group's revenues for its fiscal year ending
September 30, 1999 were 307 million pounds ($499 million). Sage Group has major
operations in the US, UK, France and Germany. The US operations accounted for
37% of revenues in the latest fiscal year.
<PAGE>
-1-
Sage/Best 2of 2
ABOUT SAGE US, INC.
Headquartered in Irvine, Calif., Sage US, Inc. (www.Sage.com) is a
wholly-owned subsidiary of The Sage Group plc, the world's leading PC-based
accounting software company with more than two million customers. Sage markets
five major accounting software packages in the U.S. Peachtree(R), DacEasy(R) and
BusinessWorks(R) are easy to use and provide the full accounting features needed
by most small businesses of up to 50 employees. MAS 90(R) is the leading
accounting software for medium-sized businesses with up to 500 employees, and is
recommended by more CPAs than any other mid-range accounting product. Acuity(R)
is perfect for larger businesses of up to 1,000 employees, and for three
consecutive years it has won Microsoft's Industry Solution Award for Best
Technology Integration.
ABOUT BEST SOFTWARE
Best Software, Inc., with more than 50,000 customers worldwide and
offices in the US, Canada and Europe, is a leading provider of solutions which
help organizations better manage their people, assets and planning, and is
focusing on transforming organizations into web- centric management. It's
scalable, cost-effective solutions complement core financial management systems
and support the full spectrum of Microsoft platforms, including Windows 95,
Windows 98, Windows NT and BackOffice.
Sage is an UK trademark of The Sage Group plc. All other brands referenced
therein are the trademarks or the registered trademarks of their respective
holders.
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