<PAGE> 1
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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
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
---------------------
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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JULY 17, 2000
(DATE OF EVENT WHICH REQUIRES FILING
STATEMENT ON SCHEDULE 13D)
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CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
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TRANSACTION VALUATION* AMOUNT OF FILING FEE*
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<S> <C>
$41,968,619 $8,394
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</TABLE>
* 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.
[ ] 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.
<TABLE>
<S> <C> <C> <C>
Amount Previously Paid: Filing Party:
Form or Registration No.: Date Filed:
</TABLE>
[ ]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.
[ ] 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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The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
<PAGE> 2
Page 2 of 6
SCHEDULES TO AND 13D
CUSIP NO. 20589S105
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1. NAME OF REPORTING PERSON: JH ACQUISITION CORP.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A) [X]
(B) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(E) OR 2(F):
N/A [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
OREGON
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
457,952*
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES:
N/A [ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7):
8.25%
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10. TYPE OF REPORTING PERSON:
CO
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* See second and third paragraphs on page 4.
<PAGE> 3
Page 3 of 6
SCHEDULES TO AND 13D
CUSIP NO. 20589S105
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1. NAME OF REPORTING PERSON: JOHN H. HARLAND COMPANY
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 58-0278260
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A) [X]
(B) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
BK, WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(E) OR 2(F):
N/A [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
GEORGIA
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
458,052*, **
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES:
N/A [ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7):
8.27%
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10. TYPE OF REPORTING PERSON:
CO
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* See second and third paragraphs on page 4.
** Includes 100 shares of Common Stock owned by a wholly owned subsidiary of
John H. Harland Company.
<PAGE> 4
Page 4 of 6
This Tender Offer Statement on Schedule TO relates to the offer by JH
Acquisition Corp., an Oregon corporation (the "Offeror"), a wholly owned
subsidiary of John H. Harland Company, a Georgia corporation ("Harland"), to
purchase all of the outstanding shares of common stock, no par value per share
(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, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
July 21, 2000 (the "Offer to Purchase"), a copy of which is attached hereto as
Exhibit (a)(1), and in the related Letter of Transmittal (which, together with
the Offer to Purchase, as amended from time to time, constitute the "Offer"), a
copy of which is attached hereto as Exhibit (a)(2). This Tender Offer Statement
on Schedule TO also constitutes a Statement on Schedule 13D with respect to the
acquisition by the Offeror and Harland of beneficial ownership of Shares subject
to the Tender Agreements (as hereinafter defined). The cover page above and item
numbers and responses thereto below are in accordance with the requirements of
Schedule TO.
The Offeror and Harland have entered into Tender Agreements dated as of
July 17, 2000 (the "Tender Agreements"), with certain stockholders of Concentrex
(the "Tendering Stockholders"), pursuant to which the Tendering Stockholders
have agreed to tender an aggregate of 457,952 Shares owned by them (the
"Committed Shares") pursuant to the Offer and have agreed to vote such Committed
Shares in favor of the Merger (as defined herein) and otherwise in the manner
directed by the Offeror. Additional information about the Tender Agreements is
contained in Section 11 ("The Merger Agreement and the Tender Agreements") of
the Offer to Purchase.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the Items of this Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Summary Term Sheet in the Offer to
Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
The name of the subject company is Concentrex Incorporated, an Oregon
corporation, which has its principal executive offices at 400 SW Sixth Avenue,
Portland, Oregon 97204 and may be contacted by telephone at (503) 274-7280.
The exact title of the class of equity securities being sought in the Offer
is the common stock, no par value per share, of Concentrex. The information set
forth in the introduction (the "Introduction") of the Offer to Purchase is
incorporated herein by reference. As of July 17, 2000, there were 5,538,661
Shares issued and outstanding.
The information concerning the principal market in which the Shares are
traded and certain high and low sales prices for the Shares are in such
principal market set forth in Section 6 ("Price Range of Shares; Dividends") of
the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
This Tender Offer Statement is filed by the Offeror and Harland.
Information regarding the name, business address, business telephone number,
description of business, state or other place of organization of both the
Offeror and Harland is incorporated herein by reference from Section 8 ("Certain
Information Concerning the Offeror and Harland") of the Offer to Purchase.
Information regarding the name, business address, business telephone
number, current principal occupation or employment as well as past material
occupations, positions, offices or employment held during the last five years
(including past addresses corresponding to each of them, if material only) for
each of the executive officers and directors of the Offeror and Harland is
incorporated herein by reference from Annex I of the Offer to Purchase. Each of
the executive officers and directors of Offeror and Harland is a citizen of the
United States.
<PAGE> 5
Page 5 of 6
A statement regarding the absence of any criminal proceeding conviction or
violation of federal or state securities laws by any of the Offeror, Harland or
any current executive officer or director of the Offeror or Harland is set forth
in Section 8 ("Certain Information Concerning the Offeror and Harland") and is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in the Offer to Purchase is incorporated herein
by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
During the past two years, there have been no transactions that would be
required to be disclosed under this Item 5(a) between any of the Offeror or
Harland or, to the best knowledge of the Offeror and Harland, any of the persons
listed on Annex I to the Offer to Purchase, and Concentrex or any of its
executive officers, directors or affiliates.
The information set forth in the Introduction, Section 8 ("Certain
Information Concerning the Offeror and Harland"), Section 10 ("Background of the
Offer; Contacts with Concentrex") and Section 11 ("The Merger Agreement and
Tender Agreements") of the Offer to Purchase and in Exhibits (d)(1) and (d)(2)
of this Schedule TO is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
The information set forth in the Introduction, Section 10 ("Background of
the Offer; Contacts with Concentrex"), Section 11 ("The Merger Agreement and
Tender Agreements"), Section 12 ("Purpose of the Offer; the Merger; Plans for
Concentrex") and Section 13 ("Dividends and Distributions") of the Offer to
Purchase is incorporated herein by reference. The information set forth in
Section 14 ("Effect of the Offer on the Market for the Shares, Stock Exchange
Listing and Exchange Act Registration") of the Offer to Purchase is incorporated
herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Section 9 ("Source and Amount of Funds") of
the Offer to Purchase is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in the Introduction and Section 8 ("Certain
Information Concerning the Offeror and Harland") of the Offer to Purchase and
Annex I to the Offer to Purchase is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth in the Introduction and Section 17 ("Fees and
Expenses") of the Offer to Purchase is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in Section 11 ("The Merger Agreement and
Tender Agreements"), Section 14 ("Effect of the Offer on the Market for the
Shares, Stock Exchange Listing and Exchange Act Registration"), Section 16
("Certain Legal Matters and Regulatory Approvals") and Section 18
("Miscellaneous") of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in the entire text of each of (i) the Offer
to Purchase and (ii) the Letter of Transmittal is incorporated herein by
reference.
<PAGE> 6
Page 6 of 6
ITEM 12. EXHIBITS.
(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.
(b) None.
(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.)
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
<PAGE> 7
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: July 21, 2000
