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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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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)
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Copy To:
ALAN J. PRINCE, ESQ.
MARK E. THOMPSON, ESQ.
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
TELEPHONE: (404) 572-4600
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE*
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$41,968,619 $8,394
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* 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.
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[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: [ ]
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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.
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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."
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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
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Name: John C. Walters
Title: Vice President
JH ACQUISITION CORP.
By: /s/ JOHN C. WALTERS
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Name: John C. Walters
Title: Vice President
Date: August 16, 2000
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Page 5 of 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Name
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<S> <C>
*(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.)
</TABLE>
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* Previously filed.
