<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )*
CONCENTREX INCORPORATED
-----------------------
(Name of issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
------------------------------------
(Title of class of securities)
20589S105
--------------
(CUSIP Number)
JH ACQUISITION CORP.
C/O JOHN H. HARLAND COMPANY
2939 MILLER ROAD
DECATUR, GEORGIA 30035
ATTN: JOHN C. WALTERS, ESQ.
TELEPHONE: (770) 593-5617
(Name, address and telephone number of person
authorized to receive notices and communications)
Copy to:
ALAN J. PRINCE, ESQ.
MARK E. THOMPSON, ESQ.
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
TELEPHONE: (404) 572-4600
JULY 17, 2000
-------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on 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 (the "Act") 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).
(Continued on following pages)
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CUSIP NO. 20589S105
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JH ACQUISITION CORP.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
OREGON
NUMBER OF 7. SOLE VOTING POWER NONE
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 457,952
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER NONE
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER 457,952
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
457,952 SHARES**
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.27% (BASED ON 5,538,661 SHARES OUTSTANDING ON JULY 17, 2000)
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See the Introduction to the Offer to Purchase and Section 11 ("The Merger
Agreement and Tender Agreements") of the Offer to Purchase, which is
incorporated herein by reference, for a description of the Tender Agreements
by and among John H. Harland Company, JH Acquisition Corp. and certain
tendering stockholders dated July 17, 2000.
Page 2 of 9 Pages
Exhibit Index on Page 9
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CUSIP NO. 20589S105
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN H. HARLAND COMPANY
58-0278260
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
BK, WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
GEORGIA
NUMBER OF 7. SOLE VOTING POWER 100
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 457,952
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 100
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER 457,952
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,052 SHARES **, ***
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.27% (BASED ON 5,538,661 SHARES OUTSTANDING ON JULY 17, 2000)
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See the Introduction to the Offer to Purchase and Section 11 ("The Merger
Agreement and Tender Agreements") of the Offer to Purchase, which is
incorporated herein by reference, for a description of the Tender Agreements
by and among John H. Harland Company, JH Acquisition Corp. and certain
tendering stockholders dated July 17, 2000.
*** Includes 100 shares of common stock of Concentrex Incorporated owned by a
wholly owned subsidiary of John H. Harland Company. See Section 8 ("Certain
Information Concerning the Offeror and Harland") of the Offer to Purchase,
which is incorporated herein by reference.
Page 3 of 9 Pages
Exhibit Index on Page 9
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This statement is filed by John H. Harland Company, a Georgia
Corporation ("Harland"), and JH Acquisition Corp., an Oregon corporation (the
"Offeror") and a wholly owned subsidiary of Harland, and relates to the tender
offer by the Offeror and Harland to purchase all outstanding shares of common
stock of Concentrex Incorporated, no par value, at $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"), incorporated by reference from
Exhibit (a)(1) of the Schedule TO filed by the Offeror and Harland on July 21,
2000 (and as amended on August 9, 2000, and which may be further amended from
time to time, the "Schedule TO") and the related Letter of Transmittal,
incorporated by reference from Exhibit (a)(2) of the Schedule TO (which, as
further amended from time to time, together constitute the "Offer").
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D relates is
the common stock, no par value (the "Common Stock"), of Concentrex Incorporated
(the "Issuer"), an Oregon corporation. The address of the Issuer's principal
executive offices is 400 SW Sixth Avenue, Portland, Oregon 97204.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) and (f) This Schedule 13D is being filed on behalf of the
Offeror and Harland. The Offeror and Harland are referred to herein collectively
as the "Reporting Persons", who together may constitute a group within the
meaning of Rule 13d-5 of the Securities Exchange Act of 1934 (the "Act").
The Offeror, an Oregon corporation and a wholly owned subsidiary of
Harland, was newly organized in connection with the Offer. The Offeror has not
carried on any activities to date other than those incident to its formation and
commencement of the Offer. The Offeror has its principal executive offices at
2939 Miller Road, Decatur, Georgia 30035. Harland owns 100% of the outstanding
voting stock of the Offeror.
Harland was founded in 1923 as a general printer and lithographer.
Harland is incorporated under the laws of Georgia and has its principal
executive offices at 2939 Miller Road, Decatur, Georgia 30035. The common stock
of Harland is listed on the New York Stock Exchange under the symbol "JH."
The information set forth in Section 8 ("Certain Information Concerning
the Offeror and Harland") of the Offer to Purchase and Annex I ("Certain
Information Concerning the Directors and Officers of the Offeror and Harland")
of the Offer to Purchase is incorporated herein by reference.
(d) - (e) During the last five years, none of Harland, the Offeror or,
to the best knowledge of the Offeror and Harland, any of the persons listed in
Annex I of the Offer to Purchase (which is incorporated herein by reference),
(i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining the person from
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 17, 2000, Harland, the Offeror and the Issuer entered into an
Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which the
Offeror and Harland, on July 21, 2000, offered to purchase all the outstanding
shares of Common Stock of the Issuer upon the terms and subject to the
conditions set forth in the Offer to Purchase.
In connection with the Merger Agreement, Harland and the Offeror
entered into Tender Agreements dated as of July 17, 2000 (the "Tender
Agreements"), with each of the following stockholders of the Issuer: Matthew W.
Chapman, Chairman and Chief Executive Officer of the Issuer; Robert P. Chamness,
Director, President and Chief
Page 4 of 9 Pages
Exhibit Index on Page 9
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Operating Officer of the Issuer; and Robert T. Jett, Director, Executive Vice
President and Secretary of the Issuer (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 of the Offeror and the Issuer (the "Merger") and otherwise in the manner
directed by the Offeror. The Committed Shares represent approximately 8.27% of
the issued and outstanding shares of Common Stock as of July 17, 2000 and
approximately 7.64% of the shares of Common Stock 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). No separate consideration was paid by the
Reporting Persons in connection with the Tender Agreements. However, the shares
of Common Stock subject to the Tender Agreements are required to be tendered
into the Offer.
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.
The Offeror estimates that the total amount of funds required to
purchase all of the outstanding shares of Common Stock (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 million. Of this amount, the Offeror expects approximately
$45 million to be used to purchase outstanding shares of Common Stock 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.
The information set forth in Section 9 ("Source and Amount of Funds")
of the Offer to Purchase is incorporated herein by reference.
In addition, 100 shares of Common Stock were purchased in June 2000 by
a wholly owned subsidiary of Harland at a purchase price of $4.375 per share on
the open market using funds from working capital. Harland has the sole voting
and dispositive power over these shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (j) The Reporting Persons entered into the Merger Agreement and
the related Tender Agreements with the intent of acquiring control of, and the
entire common equity interest in, the Issuer. Upon consummation of the Merger,
the Issuer will become a wholly owned subsidiary of Harland.
The information set forth in the Introduction of the Offer to Purchase,
Section 10 ("Background of the Offer; Contacts with Concentrex") of the Offer to
Purchase, Section 11 ("The Merger Agreement and Tender
Page 5 of 9 Pages
Exhibit Index on Page 9
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Agreements") of the Offer to Purchase, Section 12 ("Purpose of the Offer; the
Merger; Plans for Concentrex") of the Offer to Purchase, Section 13 ("Dividends
and Distributions") of the Offer to Purchase and 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 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (d) As a result of the Tender Agreements, the Offeror
beneficially owns and (together with Harland) has the shared power to vote and
dispose of 457,952 shares of Common Stock, representing approximately 8.27% of
the outstanding shares of Common Stock of the Issuer. The calculation of the
foregoing percentage is based on the number of shares of Common Stock disclosed
to the Offeror and Harland by the Issuer as issued and outstanding as of July
17, 2000.
As a result of the Tender Agreements, Harland also beneficially owns
and (together with the Offeror) has the shared power to vote and dispose of
457,952 shares of Common Stock, representing approximately 8.27% of the issued
and outstanding shares of Common Stock of the Issuer. The calculation of the
foregoing percentage is based on the number of shares of Common Stock disclosed
to the Offeror and Harland by the Issuer as issued and outstanding as of July
17, 2000. In addition, 100 shares of Common Stock were purchased in June 2000 by
a wholly owned subsidiary of Harland on the open market. Harland has the sole
voting and dispositive power over these shares of Common Stock. Together with
the shares of Common Stock beneficially owned by Harland pursuant to the Tender
Agreements, Harland is the beneficial owner of 458,052 shares of Common Stock,
representing approximately 8.27% of the issued and outstanding shares of Common
Stock of the Issuer as of July 17, 2000. Except as set forth herein, to the
knowledge of the Offeror and Harland, no director or executive officer of the
Offeror or Harland beneficially owns any other shares of the Issuer.
The information set forth in the Introduction of the Offer to Purchase,
Section 9 ("Certain Information Concerning the Offeror and Harland") of the
Offer to Purchase, Section 10 ("Background of the Offer; Contacts with
Concentrex") of the Offer to Purchase, Section 11 ("The Merger Agreement and
Tender Agreements") of the Offer to Purchase, Section 12 ("Purpose of the Offer;
the Merger; Plans for Concentrex") of the Offer to Purchase, Section 13
("Dividends and Distributions") of the Offer to Purchase and in Annex I
("Certain Information Concerning the Directors and Officers of the Offeror and
Harland") of the Offer to Purchase is incorporated herein by reference.
Except as set forth in this Item 5, the Reporting Persons have not
effected any transactions in the Common Stock during the past 60 days.
(d) - (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information contained in Item 3 is incorporated herein by
reference. In addition, the Merger Agreement, the Form of Tender Agreement and
the information set forth in the Introduction of the Offer to Purchase, Section
10 ("Background of the Offer; Contacts with Concentrex") of the Offer to
Purchase, Section 11 ("The Merger Agreement and Tender Agreements") of the Offer
to Purchase, Section 12 ("Purpose of the Offer; the Merger; Plans for
Concentrex") of the Offer to Purchase, Section 13 ("Dividends and
Distributions") of the Offer to Purchase, Section 14 ("Effect of the Offer on
the Market for the Shares, Stock Exchange Listing and Exchange Act
Registration") of the Offer to Purchase, Section 15 ("Certain Conditions of the
Offer") of the Offer to Purchase and Section 16 ("Certain Legal Matters and
Regulatory Approvals") of the Offer to Purchase are incorporated herein by
reference.
Page 6 of 9 Pages
Exhibit Index on Page 9
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
*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.
*2. Form of Tender Agreement, dated July 17, 2000, by and among the
Tendering Stockholders, John H. Harland Company and JH Acquisition
Corp.
*3. Offer to Purchase dated July 21, 2000.
*4. Form Letter of Transmittal.
----------------
* Incorporated by reference from the Schedule TO, filed with the
Securities and Exchange Commission on July 21, 2000 (and as amended on
August 9, 2000) by the Offeror and Harland.
Page 7 of 9 Pages
Exhibit Index on Page 9
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: August 10, 2000
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
Page 8 of 9 Pages
Exhibit Index on Page 9
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
<S> <C>
*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.
*2. Form of Tender Agreement, dated July 17, 2000, by and among
the Tendering Stockholders, John H. Harland Company and JH
Acquisition Corp.
*3. Offer to Purchase dated July 21, 2000.
*4. Form Letter of Transmittal.
</TABLE>
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* Incorporated by reference from the Schedule TO, filed with the Securities and
Exchange Commission on July 21, 2000 (and as amended on August 9, 2000) by
the Offeror and Harland.
Page 9 of 9 Pages
Exhibit Index on Page 9
