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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (section)240.14a-11(c) or
(section)240.14a-12
BANCTEC, INC.
(Name of Registrant as Specified in its Charter)
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(Name of Person Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11.
(1) Title of each class of securities to which the transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of the transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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4851 LBJ Freeway, Suite 1100
Dallas, Texas 75244
(972) 341-4000
SUPPLEMENT TO PROXY STATEMENT DATED JUNE 23, 1999
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THE DATE OF THIS SUPPLEMENT IS JULY 12, 1999.
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The following information supplements the Proxy Statement dated June 23,
1999, of BancTec, Inc. by which BancTec is soliciting proxies to be voted at a
special meeting of stockholders being held to consider the proposed merger of
Colonial Acquisition Corp., a newly formed Delaware corporation owned and
organized by Welsh, Carson, Anderson & Stowe VIII, L.P. ("WCAS"), with and into
BancTec. Unless otherwise defined herein, certain capitalized terms have the
meanings ascribed to them in the Proxy Statement.
NEW DATE, TIME AND PLACE OF SPECIAL MEETING OF STOCKHOLDERS; VOTING LIST
The date of the special meeting to consider and vote on a proposal to
approve and adopt the Amended and Restated Agreement and Plan of Merger, dated
as of June 17, 1999, by and between BancTec and Colonial has been moved from
July 21, 1999 on the 7th Floor of Chase Tower to July 22, 1999 in the 4th Floor
Board Room of Chase Tower. The time of the meeting has also been changed to 9:00
a.m., local time. Accordingly, the special meeting will now be held on July 22,
1999 at 9:00 a.m., local time, at Chase Tower, 2200 Ross Avenue, 4th Floor Board
Room, Dallas, Texas 75201. A list of stockholders entitled to vote at the
meeting will be kept on file at the principal executive offices of the Company
located at 4851 LBJ Freeway, Suite 1100, Dallas, Texas 75244, for a period of
ten days prior to the meeting and will be open to examination by any stockholder
during ordinary business hours.
PROPOSED SETTLEMENT OF OUTSTANDING LITIGATION
BancTec and its directors are defendants in four actions filed in the Court
of Chancery of the State of Delaware challenging the merger, inter alia, as an
alleged breach of the directors' fiduciary duties to the shareholders. The
parties have agreed to consolidate the four actions into a single consolidated
civil action.
On July 9, 1999, the parties executed a Memorandum of Understanding, which
provides for a settlement in principle of the action. Under the proposed
settlement, BancTec agreed to supplement the Proxy Statement as provided in the
following two paragraphs. The proposed settlement also provides that the
consolidated action will be dismissed, and BancTec, WCAS and Colonial and their
respective affiliates, directors, officers and other representatives will be
released from all claims of the class. BancTec has agreed to pay the plaintiffs'
attorneys a fee in an amount to be determined by the Delaware Court of Chancery.
While neither the Company nor WCAS believes that the disclosure in the Proxy
Statement was inadequate, the Company believes that a prompt resolution of the
litigation is in the best interests of the Company and its stockholders.
As disclosed in the Proxy Statement, Goldman, Sachs & Co. has provided
certain investment banking and other financial advisory services to WCAS and its
affiliates from time to time, and may provide such services in the future. Since
January 1, 1997, to the best of WCAS's knowledge, Goldman, Sachs & Co. has
advised WCAS and its affiliates in connection with seven transactions and has
received fees aggregating approximately $29 million for its services in
connection with those transactions.
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Since April 15, 1999, the date the proposed merger was publicly announced,
no third parties have expressed an interest in acquiring BancTec.
The proposed settlement is subject to the merger closing, the execution of
a definitive settlement agreement, completion of discovery by Plaintiffs'
counsel that is reasonably necessary to confirm the fairness, adequacy and
reasonableness of the proposed settlement, notice to the class, and entry by the
Delaware Court of Chancery of a final, non-appealable order approving the
settlement.
EXECUTION OF EXPRESSION OF INTEREST TO SELL FINANCIAL SYSTEMS BUSINESS UNIT
On July 8, 1999, BancTec and Jack Henry & Associates, Inc. executed a
nonbinding expression of interest under which it is contemplated that BancTec
and Jack Henry will enter into a purchase agreement pursuant to which Jack Henry
will purchase substantially all of the assets and assume the associated
liabilities of the Financial Systems business unit of BancTec USA, Inc., a
wholly-owned subsidiary of BancTec. The Financial Systems business unit
develops, markets, integrates and supports comprehensive account management and
transaction processing solutions for community banking institutions located
throughout the United States and the Caribbean. In 1998, the Financial Systems
business unit had gross revenues of approximately $43 million. The expression of
interest contemplates that Jack Henry would pay BancTec a purchase price of
price of $50 million in cash and would assume liabilities of the Financial
Systems business unit not to exceed $9,243,000. The proposed transaction with
Jack Henry is subject to the negotiation and execution of a definitive purchase
agreement. There are no assurances that BancTec and Jack Henry will enter into a
definitive purchase agreement, or if entered into, that the required regulatory
approvals will be obtained, including those under the HSR Act, or that the
underlying purchase will be consummated. While it is not contemplated that the
proposed transaction with Jack Henry will be conditioned upon the merger being
completed, it is anticipated that the transaction will not close prior to the
date of special meeting of BancTec stockholders.
HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976
As discussed in the Proxy Statement, the respective obligations of each
party to complete the merger are subject to the expiration or termination of the
applicable waiting period under the HSR Act. On July 6, 1999, BancTec received
notice of the early termination of the HSR Act waiting period.
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