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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF
THE SECURITIES EXCHANGE ACT OF 1934
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BEST SOFTWARE, INC.
(Name of Subject Company)
BEST SOFTWARE, INC.
(Name of Person Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
000865791
(CUSIP Number of Class of Securities)
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TIMOTHY A. DAVENPORT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BEST SOFTWARE, INC.
11413 ISAAC NEWTON SQUARE
RESTON, VIRGINIA 20190
(703) 709-5200
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of
the person filing statement)
With a copy to:
T. JUSTIN MOORE, III, ESQ.
HUNTON & WILLIAMS
951 EAST BYRD STREET
RIVERFRONT PLAZA, EAST TOWER
RICHMOND, VIRGINIA 23219-4074
(804) 788-8200
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended, the
"Schedule 14D-9"), filed by Best Software, Inc., a Virginia corporation (the
"Company"), relating to the tender offer by Bobcat Acquisition Corp., a Virginia
corporation (the "Purchaser"), a wholly owned subsidiary of The Sage Group plc,
a corporation organized under the laws of England (the "Parent") (collectively,
"Sage"), to purchase all of the outstanding shares of Common Stock of the
Company upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated January 14, 2000, as amended. Capitalized terms used and not
otherwise defined herein have the meanings ascribed to them in the Schedule
14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended by addition of the following information
thereto:
At 12:00 midnight, New York City time, on February 11, 2000, the Offer
expired. Based on a preliminary count, the Company has been informed that
approximately 11,564,864 shares were tendered, of which approximately 1,588,613
shares were tendered by guaranteed delivery. All shares of Common Stock validly
tendered and not withdrawn prior to the expiration of the Offer were accepted
for payment. As a result, Sage has acquired approximately 97.4% of the
outstanding shares of the Company's Common Stock. A copy of the Company's press
release announcing the expiration of the Offer and the acceptance of validly
tendered shares of Common Stock is attached hereto as Exhibit 20.
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
This section is hereby amended by addition of the following additional
exhibit:
Exhibit 20 Press Release, dated February 14, 2000, issued by Best
Software, Inc.
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SIGNATURE
After reasonable 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.
BEST SOFTWARE, INC.
By: /s/ Timothy A. Davenport
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Name: Timothy A. Davenport
Title: Chairman of the Board,
President and Chief
Executive Officer
Dated: February 15, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
20 Press Release, dated February 14, 2000, issued by Best Software, Inc.
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EXHIBIT 20
FOR IMMEDIATE RELEASE
CONTACT: Brian Muys, Public Relations Director
703/709-5200, x3829
[email protected]
David Crum, Investor Relations Director
703/709-5200, x3202
[email protected]
Mike Neumeier, Duffey Communications
404/266-2600
[email protected]
BEST SOFTWARE ANNOUNCES COMPLETION OF TENDER OFFER
SUPPORTING MERGER AGREEMENT WITH SAGE GROUP PLC
RESTON, VA., FEB. 14, 2000 - Best Software, Inc. (Nasdaq: BEST), a leading
provider of human resources, payroll, fixed asset and planning solutions, today
announced that, as of 12:00 am EST, February 11, 2000, approximately 97 percent
of its shareholders had tendered their shares to The Sage Group plc, a leading
worldwide supplier of accounting solutions. Payment for the tendered Best
Software shares is scheduled to commence on February 15, 2000. Sage has
announced its intention to acquire the balance of the Best Software shares under
the terms of the merger agreement as soon as possible.
The $35 per share all-cash deal, announced January 13, 2000, is valued at
approximately $445 million. Best Software will become a wholly-owned subsidiary
of Sage Group and operate as part of Sage US, Inc.
"The prompt and positive response of our shareholders is a resounding testament
to the compelling strategic advantages of this deal for both Best Software and
Sage," said Tim Davenport, president, CEO and chairman. "Separately, we were
already among the fastest-growing and most successful companies in the industry.
Together, we will create an even more formidable provider of mid-market to
enterprise-class e-business solutions for virtually any critical financial or
workforce management application."
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Sage/2
ABOUT SAGE
The Sage Group plc is the largest supplier of mainstream PC accounting software
to small and mid-market companies in the world. Formed in 1981, The Sage Group
plc now employs over 2,500 people worldwide in its market-leading companies in
the UK, France and Germany and the US.
ABOUT BEST SOFTWARE
Best Software, with more than 50,000 customers worldwide and offices in the US,
Canada and Europe, develops solutions which enable organizations to transform
the way they manage their HR, fixed asset and planning and budgeting processes.
Its scalable, cost-effective solutions complement core financial management
systems and support the full spectrum of Microsoft(R) platforms, including
Windows(R) 95, Windows(R) 98, Windows NT(R) and BackOffice(R). For further
information, call 800/368-2499, send an email to [email protected] or
access our web site at www.bestsoftware.com.
# # #
Forward-looking statements in this release, including statements regarding the
delivery and integration of new products and services and expectations for
revenue and earnings, are based on information available to the Company as of
the date hereof. Such forward looking statements are made only as of the date
hereof. The Company's actual results could differ materially from those stated
or implied by such forward looking statements due to risks and uncertainties
associated with fluctuations in the Company's quarterly operating results,
concentration of the Company's product offerings, development risks involved
with new products and technologies, competition, and other risk factors
disclosed in the Company's filings with the Securities and Exchange Commission.
Sage is a trademark of The Sage Group plc. Best Software and the Best logo are
registered trademarks of Best Software, Inc. Microsoft, Windows, Windows 95,
Windows 98, Windows NT, and BackOffice are registered trademarks and SQL Server
is a trademark of Microsoft Corporation.
