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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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
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Best Software, Inc.
(Name of Subject Company)
Bobcat Acquisition Corp.
The Sage Group plc
(Bidders)
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Common Stock, no par value
(Title of Class of Securities)
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000865791
(CUSIP Number of Class of Securities)
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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>
This Amendment No. 1 amends and supplements the Tender Offer statement
on Schedule 14D-1/13D (the "Schedule 14D-1/13D") 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 Schedule 14D-1/13D as Exhibit (a)(1), and the related Letter of Transmittal,
a copy of which is attached to the Schedule 14D-1/13D as Exhibit (a)(2). Unless
otherwise defined herein, all capitalized terms used herein shall have the
respective meanings given such terms in the Schedule 14D-1/13D.
ITEM 10. ADDITIONAL INFORMATION.
(c) On February 3, 2000, the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to the Merger
and the Offer expired. In addition, on February 2, 2000, Parent received
clearance from the German Federal Cartel Office for the acquisition of the
Company.
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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 9, 2000
BOBCAT ACQUISITION CORP.
By: /s/ Paul Walker
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Name: Paul Walker
Title: 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 9, 2000
THE SAGE GROUP PLC
By: /s/ Paul Walker
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Name: Paul Walker
Title: Chief Executive
