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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. 1)
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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
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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.
[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.
[ ] 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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This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission on July 21, 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 first full paragraph on the cover page of the Offer to
Purchase is hereby amended and restated to read in its
entirety as follows:
"THE OFFER (THE "OFFER") IS BEING MADE IN CONNECTION
WITH THE AGREEMENT AND PLAN OF MERGER (THE "MERGER
AGREEMENT"), DATED AS OF JULY 17, 2000, BY AND AMONG JOHN H.
HARLAND COMPANY ("HARLAND"), JH ACQUISITION CORP. (THE
"OFFEROR") AND CONCENTREX INCORPORATED ("CONCENTREX"). THE
BOARD OF DIRECTORS OF CONCENTREX HAS APPROVED AND ADOPTED THE
MERGER AGREEMENT REFERRED TO HEREIN AND THE TRANSACTIONS
CONTEMPLATED THEREBY, APPROVED THE OFFER AND THE MERGER (AS
DEFINED HEREIN) AND DETERMINED THAT THE TERMS OF THE OFFER AND
MERGER ARE, IN ITS OPINION, FAIR TO AND IN THE BEST INTERESTS
OF CONCENTREX'S STOCKHOLDERS AND RECOMMENDS THAT ALL
STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES (AS
DEFINED HEREIN) TO THE OFFEROR. FOR A DISCUSSION OF THE
REASONS FOR THE RECOMMENDATION BY THE BOARD OF CONCENTREX, SEE
ITEM 4 OF THE SCHEDULE 14D-9 DELIVERED BY CONCENTREX."
2. The first paragraph of the section of the Offer to Purchase
entitled "Summary Term Sheet -- What are the Most Significant
Conditions to the Offer?" on page 1 is hereby amended and
restated to read in its entirety as follows:
"We are not obligated to purchase any shares that you
validly tender unless the number of shares validly tendered
and not withdrawn before the expiration date of the offer
represents, in the aggregate, at least a majority of the
shares of Concentrex's common stock on a fully diluted basis.
This amount is equal to approximately 54.12% of the shares
issued and outstanding as of July 17, 2000."
3. The section of the Offer to Purchase entitled "Summary Term
Sheet -- What is the Total Amount of Funds that will be
Required to Consummate the Proposed Transaction?" on page 3 is
hereby amended and supplemented by adding the following:
"Of this amount, we expect approximately $45 million to be
used to purchase outstanding shares pursuant to the offer and
to cash out in-the-money options and convertible notes,
approximately $83 million to be used to repay outstanding
indebtedness and approximately $12 million to be used to pay
fees, expenses and other obligations related to the offer and
the merger."
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4. The section of the Offer to Purchase entitled "Summary Term
Sheet -- What does Concentrex's board of directors think of
the tender offer and merger?" on page 3 is hereby amended and
supplemented by adding the following:
"On July 14, 2000 the board of directors of
Concentrex determined that, in its opinion, the offer and the
merger were fair to you and in your best interests.
Concentrex's board of directors recommends that you
accept the offer and tender your shares and/or vote to approve
the merger. See "Introduction" and Section 12 ("Purpose of the
Offer; the Merger; Plans for Concentrex"). For a discussion of
the reasons for the recommendation by the board of Concentrex,
see Item 4 of the Schedule 14d-9 delivered by Concentrex."
5. The first paragraph of the section of the Offer to Purchase
entitled "Introduction" on page 5 is hereby amended and
supplemented by adding the following:
""Net to the seller in cash, less any required withholding
taxes" means that the only deduction from the Offer Price
actually paid by the Offeror to the seller is for withholding
taxes. Sellers, however, may be subject to additional taxes.
See Section 5."
6. The third paragraph of the section of the Offer to Purchase
entitled "Introduction" on page 5 is hereby amended and
supplemented by adding the following:
"THE BOARD OF DIRECTORS OF CONCENTREX (THE "BOARD OF
DIRECTORS") HAS APPROVED AND ADOPTED THE MERGER AGREEMENT (AS
DEFINED HEREIN) AND THE TRANSACTIONS CONTEMPLATED THEREBY,
INCLUDING THE OFFER AND THE MERGER (AS DEFINED HEREIN), AND
DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE, IN
ITS OPINION, FAIR TO AND IN THE BEST INTERESTS OF THE
STOCKHOLDERS OF CONCENTREX, AND RECOMMENDS THAT ALL HOLDERS OF
SHARES ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO
THE OFFER. FOR A DISCUSSION OF THE REASONS FOR THE
RECOMMENDATION BY THE BOARD OF DIRECTORS, SEE ITEM 4 OF THE
SCHEDULE 14D-9 DELIVERED BY CONCENTREX."
7. The section of the Offer to Purchase entitled "Introduction"
on page 5 is hereby amended and supplemented by adding the
following as a new sixth paragraph:
"Subject to applicable rules of the Commission (as
hereinafter defined), the Offeror expressly reserves the
right, in its sole discretion, to delay acceptance for payment
of or payment for Shares pending receipt of regulatory
approvals specified in Section 16 or to comply in whole or in
part with applicable law. Any such delays will be effected in
compliance with Rule 14e-1(c) under the Exchange Act (as
hereinafter defined). The Offeror will only accept for payment
the Shares tendered pursuant to the Offer if all of the other
conditions have been satisfied or waived prior to the
expiration or termination of the Offer."
8. The second full paragraph of the section of the Offer to
Purchase entitled "Introduction" on page 6 is hereby amended
and restated to read in its entirety as follows:
"In connection with the Merger Agreement, the Offeror
and Harland entered into Tender Agreements dated as of July
17, 2000
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Page 4 of 13
(the "Tender Agreements"), with each of the following
stockholders: Matthew W. Chapman, Chairman and Chief Executive
Officer of Concentrex; Robert P. Chamness, Director, President
and Chief Operating Officer of Concentrex; and Robert T. Jett,
Director, Executive Vice President and Secretary of Concentrex
(together, the "Tendering Stockholders"). Pursuant to the
Tender Agreements, the Tendering Stockholders have agreed to
tender an aggregate of 457,952 Shares owned by the Tendering
Stockholders (the "Committed Shares") and have agreed to vote
the Committed Shares in favor of the Merger and otherwise in
the manner directed by the Offeror. The Committed Shares
represent approximately 7.64% of the Shares that as of July
17, 2000 were issued and outstanding on a fully diluted basis
(assuming the exercise of all "in-the-money" stock options).
The Merger Agreement and the Tender Agreements are more fully
described in Section 11."
9. The fourth full paragraph of the section of the Offer to
Purchase entitled "Introduction" on page 6 is hereby amended
and restated to read in its entirety as follows:
"Concentrex has represented to Harland that, as of
July 17, 2000, there were (i) 5,538,661 Shares issued and
outstanding and (ii) an estimated 456,856 Shares reserved for
issuance upon the exercise of outstanding "in-the-money" stock
options. Based upon the foregoing, the Offeror believes that
approximately 2,997,759 Shares constitute a majority of the
outstanding Shares on a fully diluted basis. This represents
approximately 54.12% of the Shares issued and outstanding as
of July 17, 2000."
10. The second full paragraph of the section of the Offer to
Purchase entitled "Terms of the Offer; Expiration Date" on
page 7 is hereby amended and supplemented by adding the
following:
"Subject to applicable rules of the Commission, the Offeror
expressly reserves the right, in its sole discretion, to delay
acceptance for payment of or payment for Shares pending
receipt of regulatory approvals specified in Section 16 or to
comply in whole or in part with applicable law. Any such
delays will be effected in compliance with Rule 14e-1(c) under
the Exchange Act. The Offeror will only accept for payment the
Shares tendered pursuant to the Offer if all of the other
conditions have been satisfied or waived prior to the
expiration or termination of the Offer."
11. 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
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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.
HARLAND AND THE OFFEROR, AFTER DISCUSSIONS WITH
CONCENTREX, BELIEVE THAT THE PROJECTIONS 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 be attainable."
12. The first sentence of the first full paragraph of the section
of the Offer to Purchase entitled "Certain Information
Concerning Concentrex -- Cautionary Statements Concerning
Forward-Looking Statements" on page 16 is hereby amended and
restated to read in its entirety as follows:
"Certain matters discussed and statements made herein
may constitute forward looking statements."
13. The third full paragraph of the section of the Offer to
Purchase entitled "Certain Information Concerning Concentrex
-- Cautionary Statement Concerning Forward-Looking Statements"
on page 16 is hereby amended by deleting the last sentence of
such paragraph.
14. The sixth full paragraph of the section of the Offer to
Purchase entitled "Certain Information Concerning the Offeror
and Harland" on page 17 is hereby amended and restated to read
in its entirety as follows:
"In June 2000, a wholly owned subsidiary of Harland
purchased 100 Shares at a purchase price of $4.375 per Share
on the open market using funds from working capital."
15. The section of the Offer to Purchase entitled "Source and
Amount of Funds" on page 18 is hereby amended and restated to
read in its entirety as follows:
"The Offer is not conditioned upon any financing
arrangements. The Offeror estimates that the total amount of
funds required to purchase all of the outstanding Shares (on a
fully diluted basis) pursuant to the Offer, to repay
outstanding indebtedness and to pay fees, expenses and other
obligations related to the Offer and the Merger will be
approximately $140
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million. Of this amount, the Offeror expects approximately $45
million to be used to purchase outstanding shares pursuant to
the Offer and to cash out in-the-money options and convertible
notes, approximately $83 million to be used to repay
outstanding indebtedness and approximately $12 million to be
used to pay fees, expenses and other obligations related to
the Offer and the Merger. The Offeror plans to obtain all
funds needed for the Offer and the Merger through capital
contributions or advances made by Harland. Harland currently
plans to obtain approximately $40 million of the funds for
such capital contributions or advances from cash on hand and
the remainder from a new credit facility.
SunTrust Bank ("SunTrust") and SunTrust Equitable
Securities Corporation ("SunTrust Equitable") have issued to
Harland, and Harland has accepted and agreed to, a commitment
letter dated July 26, 2000 (the "Commitment Letter") with
respect to a $325,000,000 senior revolving credit facility
(the "Credit Facility"). Pursuant to the terms of the
Commitment Letter, SunTrust has committed to provide financing
up to $225,000,000 in the Credit Facility, and SunTrust,
together with SunTrust Equitable, have agreed to use their
commercially reasonable efforts to arrange a syndicate of
lenders prior to and following the initial closing of the
Credit Facility to issue commitments to Harland to fund the
remaining portion of the Credit Facility. SunTrust Equitable
shall manage all aspects of the syndication, in consultation
with SunTrust and Harland where commercially reasonable,
including the timing of all offers to potential lenders, the
allocation of commitments and the determination of
compensation and titles given, if any, to such lenders.
SunTrust shall be the sole agent with respect to the Credit
Facility, and SunTrust shall be the sole arranger with respect
to the remaining syndicate.
The commitments of SunTrust and SunTrust Equitable
are subject to: (i) the preparation, execution and delivery of
mutually acceptable loan documentation; (ii) the absence of
(A) a material adverse change in the business, condition
(financial or otherwise), operations or properties of Harland
and its subsidiaries, or affiliates, or (B) any change after
July 26, 2000 in loan syndication, financial or capital market
conditions generally that in SunTrust Equitable's judgment
would materially impair syndication of the Credit Facility;
(iii) the accuracy of all representations made by Harland to
SunTrust and all information furnished by Harland to SunTrust
and Harland's compliance with the terms of the Commitment
Letter; (iv) the payment in full of all fees, expenses and
other amounts payable in connection with the Credit Facility
and (v) the closing of the Credit Facility on or prior to
October 12, 2000. The Offer, however, is not conditioned on
Harland's receipt of financing.
All present and future direct and indirect wholly
owned domestic subsidiaries of Harland (including, after
consummation of the Merger, Concentrex) under the terms of the
Commitment Letter will become guarantors under the Credit
Facility. The proceeds from the Credit Facility are expected
to be used to refinance existing debt, for the acquisition of
Concentrex, for future permitted acquisitions and for working
capital and general corporate purposes. The Credit Facility
will terminate five years from the closing of the Credit
Facility. Under the terms of the Commitment Letter, the Credit
Facility will be unsecured, but Harland will agree that it
will not pledge any of its assets to other creditors (subject
to customary exceptions).
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Pursuant to the Commitment Letter, Harland will be
entitled to select between the following interest rate
options: (i) the base rate or (ii) a rate based on LIBOR. The
base rate will be equal to the higher of (i) the rate which
SunTrust announces from time to time as its prime lending rate
or (ii) the federal funds rate plus one-half of one percent
per annum. Harland expects the initial interest rate to be
approximately 7.75% per annum.
Pursuant to the terms of the Commitment Letter,
Harland expects to make financial covenants in connection with
the Credit Facility with respect to (i) maintenance of total
debt to earnings before taxes, depreciation and amortization
("EBITDA") and fixed charge coverage ratios and (ii)
maintenance of minimum net worth. Harland will also comply
with customary financial reporting requirements.
Harland also expects to make affirmative comments,
subject to normal exceptions and qualifications, with respect
to (i) maintenance of corporate existence, and material
patents, trademarks, franchises, and other intellectual
property rights; (ii) compliance with laws and regulations;
(iii) payment of tax obligations and similar claims; (iv)
maintenance of proper books and records; (v) permitting
visitation and inspection of properties, examination of books
and records, and discussion with officers and accountants;
(vi) maintenance of property and insurance; (vii) use of
proceeds and compliance with margin regulations; and (viii)
notification of creation or acquisition of new subsidiaries
and providing of subsidiary guarantees from new wholly owned
domestic subsidiaries.
In addition, Harland expects to make negative
covenants, subject to normal exceptions and qualifications,
with respect to (i) restrictions on incurring or permitting to
exist indebtedness; (ii) restrictions on granting or
permitting to exist liens and security interests; (iii)
restrictions on mergers, consolidations, sale of all or
substantially all assets of Harland or any subsidiary or the
stock of any subsidiary and restrictions on engaging in
business other than businesses of the type conducted by
Harland and its subsidiaries and businesses reasonably related
thereto; (iv) restrictions on investments and acquisitions;
(v) restrictions on dividends and other distributions related
to common stock and on any repurchase, redemption or
defeasance of any common stock of Harland or any options,
warrants, or other rights to purchase such common stock, to
the extent that a default or event of default exists or would
be caused thereby; (vi) restrictions on dispositions of
assets; (vii) restrictions on affiliate transactions; (viii)
restrictions on agreements that prohibit or limit (A) the
amount of dividends or loans that may be paid or made to
Harland by any of its wholly owned subsidiaries or (B) the
ability of Harland or any of its wholly owned subsidiaries to
grant any liens on any of its property; (ix) restrictions on
sale/leaseback transactions; (x) restrictions on amendments or
modifications to Harland's or any guarantor's organizational
documents; (xi) restrictions on change in fiscal year or
significant change in accounting practices; and (xii)
restrictions against entering into speculative hedging
agreements.
The definitive documentation is expected to contain
conditions precedent, representations and warranties,
covenants, events of default and other provisions customary
for such
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financings. Harland expects the financing to close immediately
prior to the purchase of the Shares pursuant to the Offer.
While the foregoing represents the current intention
of Harland and the Offeror with respect to such funds, such
financial arrangements may change depending on such factors as
Harland and the Offeror may deem appropriate."
16. The Commitment Letter, a copy of which is attached to this
Amendment No. 1 to Schedule TO as Exhibit (b), is incorporated
into the Schedule TO by reference.
17. The first full paragraph of the section of the Offer to
Purchase entitled "Background of the Offer; Contacts with
Concentrex" on page 19 is hereby amended and restated to read
in its entirety as follows:
"In late January, 2000, Harland's Chief Executive
Officer, Timothy C. Tuff, had a conversation with Concentrex's
Chairman and Chief Executive Officer, Matthew W. Chapman. They
discussed the business direction of the two companies,
potential synergies, and the possibility of a transaction
between Harland and Concentrex. The potential synergies
discussed included improved financial flexibility, operating
synergies in branch automation, cross-selling opportunities
from a combined customer base, the creation of a leading
integrated financial institution software provider and
improved visibility in the investment community. At the
conclusion of the conversation, Mr. Chapman stated that
Concentrex was committed to an independent path but that he
would consider the discussion."
18. The ninth full paragraph of the section of the Offer to
Purchase entitled "Background of the Offer; Contacts with
Concentrex" on page 19 is hereby amended and restated to read
in its entirety as follows:
"On June 5, 2000, Mr. Tuff sent Mr. Chapman a letter
expressing Harland's interest in a potential transaction with
Concentrex. The letter stated that Mr. Tuff believed that a
combination of the software businesses of Harland and
Concentrex could significantly benefit both companies. The
letter proposed either a transaction whereby Harland would
acquire a majority interest in Concentrex in exchange for
Harland's software business and an unspecified amount of cash
or a transaction whereby Harland acquired all of the
outstanding shares of Concentrex at an unspecified premium to
the market price. No specific terms or conditions were
proposed in the letter. Mr. Tuff proposed a meeting with Mr.
Chapman and stated in the letter that Mr. Tuff would contact
Mr. Chapman to establish a mutually convenient meeting time
and location."
19. The first full paragraph of the section of the Offer to
Purchase entitled "Background of the Offer; Contacts with
Concentrex" on page 20 is hereby amended and restated to read
in its entirety as follows:
"On July 10, 2000, Harland's board of directors
discussed the potential acquisition of Concentrex with
management team members and approved the negotiation of a
definitive agreement, subject to final board approval."
20. The second full paragraph of the section of the Offer to
Purchase entitled "Background of the Offer; Contacts with
Concentrex" on
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Page 9 of 13
page 20 is hereby amended and restated to read in its entirety
as follows:
"On July 12 through July 14, representatives of
Harland and Concentrex met to negotiate the definitive terms
of the transaction, including the purchase price. On July 14,
2000, Harland's board of directors formally approved the
proposed acquisition, at a tender offer price of $7.00 per
Share, subject to finalization of the definitive agreement.
Also on July 14, 2000, the board of directors of Concentrex
met and (i) determined that the Merger Agreement, the Tender
Agreements and the transactions contemplated thereby,
including the Offer and the Merger, are, in its opinion,
advisable and are fair to, and in the best interests of, the
stockholders of Concentrex, (ii) approved the Offer and the
Merger and (iii) recommended that stockholders of Concentrex
accept the Offer and tender their Shares to the Offeror. On
the evening of July 16, 2000, Harland and Concentrex signed a
definitive agreement for the purchase by Harland of Concentrex
at a tender price of $7.00 per share.
21. The second full paragraph of the section of the Offer to
Purchase entitled "The Merger Agreement and Tender Agreements
-- Tender Agreements" on page 28 is hereby amended and
supplemented by adding the following:
"The Tender Agreements provide that the Tendering
Stockholders (i) except as consented to in writing by Harland
in its sole discretion, will not, directly or indirectly,
sell, transfer, assign, pledge, hypothecate or otherwise
dispose of or limit their right to vote in any manner any of
the Committed Shares, or agree to do any of the foregoing, and
(ii) will not take any action which would have the effect of
preventing or disabling the Tendering Stockholders from
performing their obligations under the Tender Agreement.
In addition, during the term of the Tender
Agreements, neither the Tendering Stockholders nor any person
acting as an agent of the Tendering Stockholders or otherwise
on the Tendering Stockholders' behalf shall, directly or
indirectly, solicit, encourage or initiate negotiations with,
or provide any information to (except as permitted under the
Merger Agreement), any corporation, partnership, person or
other entity or group (other than Harland or an affiliate or
an associate of Harland) concerning any sale, transfer, pledge
or other disposition or conversion of the Committed Shares.
The Tendering Stockholders agreed to immediately cease and
cause to be terminated any existing activities, discussions or
negotiations with any parties with respect to any of the
foregoing. The Tendering Stockholders also agreed to notify
the Offeror immediately if any party contacts the Tendering
Stockholders following the date of the Tender Agreements
(other than the Offeror or an affiliate or associate of the
Offeror) concerning any sale, transfer, pledge or other
disposition or conversion of the Committed Shares."
22. The first paragraph of the section of the Offer to Purchase
entitled "Certain Conditions of the Offer" on page 31 is
hereby amended and restated to read in its entirety as
follows:
"Notwithstanding any other term of the Offer or the
Merger Agreement, the Offeror shall not be required to accept
for payment or, subject to any applicable rules and
regulations of the Commission, including Rule 14e-1(c) under
the Exchange Act (relating to Offeror's obligation to pay for
or return tendered
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Shares promptly after the termination or withdrawal of the
Offer), to pay for any Shares tendered pursuant to the Offer,
and may terminate the Offer, if (i) there shall not have been
validly tendered and not withdrawn prior to the expiration of
the Offer that number of Shares which would represent a number
greater than fifty percent (50%) of the fully diluted Shares
(the "Minimum Condition"), (ii) any waiting period under the
HSR Act applicable to the purchase of Shares pursuant to the
Offer shall not have expired or been terminated, (iii) Tonkon
Torp LLP, legal counsel for Concentrex, does not deliver an
opinion substantially in the form of Exhibit A to the Merger
Agreement or (iv) at any time after the date of the Merger
Agreement and prior to the acceptance for payment of the
Shares, any of the following conditions exists:"
23. The first full paragraph of the section of the Offer to
Purchase entitled "Certain Conditions of the Offer" on page 32
is hereby amended and supplemented by adding the following as
a new first sentence:
"The Offeror is not required to pay for, or accept
for payment, any of the Shares that have been tendered if any
of the conditions listed above are not either satisfied or
waived by Harland or the Offeror."
24. The first full paragraph of the section of the Offer to
Purchase entitled "Certain Conditions of the Offer" on page 32
is hereby amended and supplemented by adding the following as
a new last sentence:
"Subject to applicable rules of the Commission, the
Offeror expressly reserves the right, in its sole discretion,
to delay acceptance for payment of or payment for Shares
pending receipt of regulatory approvals specified in Section
16 or to comply in whole or in part with applicable law. Any
such delays will be effected in compliance with Rule 14e-1(c)
under the Exchange Act. The Offeror will only accept for
payment the Shares tendered pursuant to the Offer if all of
the other conditions have been satisfied or waived prior to
the expiration or termination of the Offer."
25. The section of the Offer to Purchase entitled "Certain Legal
Matters and Regulatory Approvals -- Antitrust" on page 33 is
hereby amended and supplemented by adding the following as a
new fourth paragraph:
"On August 2, 2000, early termination of the 15 day
waiting period applicable to the Offer under the HSR Act, was
granted by the Federal Trade Commission. The early termination
or the expiration of the waiting period under the HSR Act was
a condition of the Offer, and such condition has now been
satisfied."
26. The last two sentences of the fourth paragraph of the section
of the Offer to Purchase entitled "Certain Legal Matters and
Regulatory Approvals" on page 33 are hereby amended and
restated to read in their entirety as follows:
"On July 14, 2000, prior to the execution of the
Merger Agreement, the Board of Directors of Concentrex,
approved the Merger Agreement and determined that, in its
opinion, each of the Offer and the Merger is advisable and
fair to, and in the best interests of, the stockholders of
Concentrex. Accordingly, Section 60.825 et seq. are
inapplicable to the Offer and the Merger. For a discussion of
the reasons for the recommendation by the Board of Directors
of Concentrex, see Item 4 of the Schedule
<PAGE> 12
Page 11 of 13
14d-9 delivered by Concentrex."
27. On August 7, 2000, Harland issued a press release, a copy of
which is attached to this Amendment No. 1 to Schedule TO as
Exhibit (a)(10) and is incorporated into the Schedule TO by
reference.
28. Item 12 of the Schedule TO is hereby amended and supplemented
to add subparagraph (a)(10) as follows:
"(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."
29. Item 12 of the Schedule TO is hereby amended to restate
subparagraph (b) in its entirety as follows:
"(b) Commitment Letter dated July 26, 2000 from SunTrust Bank
and SunTrust Equitable Securities Corporation, together with
the related Summary of Terms and Conditions"
<PAGE> 13
Page 12 of 13
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
--------------------------
Name: John C. Walters
Title: Vice President
JH ACQUISITION CORP.
By: /s/ JOHN C. WALTERS
--------------------------
Name: John C. Walters
Title: Vice President
Date: August 9, 2000
<PAGE> 14
Page 13 of 13
EXHIBIT INDEX
Exhibit No. Exhibit Name
----------- ------------
*(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.
(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.)
------------------------------------
* Previously filed.
