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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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CONCENTRA CORPORATION
(NAME OF SUBJECT COMPANY)
KL ACQUISITION CORPORATION
A WHOLLY-OWNED SUBSIDIARY OF
ORACLE CORPORATION
(BIDDERS)
COMMON STOCK, PAR VALUE $.00001 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
205897 10 1
(CUSIP NUMBER OF CLASS OF SECURITIES)
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DANIEL COOPERMAN
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ORACLE CORPORATION
500 ORACLE PARKWAY
REDWOOD SHORES, CA 94065
(650) 506-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
Copies to:
DONALD M. KELLER, JR.
STEVEN J. TONSFELDT
VENTURE LAW GROUP
A PROFESSIONAL CORPORATION
2800 SAND HILL ROAD
MENLO PARK, CA 94025
(650) 854-4488
NOVEMBER 17, 1998
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DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDER
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CUSIP No. 205897 10 1 14D-1/A Page 2 of 5
<TABLE>
<C> <S>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
ORACLE CORPORATION
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) or 2(f)
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,823,440
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES
[_]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
95% (AS OF DECEMBER 15, 1998)
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10 TYPE OF REPORTING PERSON
CO
</TABLE>
2
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Page 3 of 5
<TABLE>
<C> <S>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
KL ACQUISITION CORPORATION
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) or 2(f)
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,823,440
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES
[_]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
95% (AS OF DECEMBER 15, 1998)
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10 TYPE OF REPORTING PERSON
CO
</TABLE>
3
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INTRODUCTION
This Amendment No. 2 dated December 16, 1998 amends and supplements the
Tender Offer Statement on Schedule 14D-1 (the "Statement") dated November 17,
1998, as amended December 7, 1998 by Amendment No. 1, filed by Oracle
Corporation, a Delaware corporation ("Parent"), relating to the offer by KL
Acquisition Corporation ("Purchaser"), a Delaware corporation and a wholly-
owned subsidiary of Parent, to purchase all outstanding shares of common
stock, par value $.00001 per share (the "Common Stock"), of Concentra
Corporation, a Delaware corporation (the "Company"), and the associated
Preferred Stock purchase rights (the "Rights" and, together with the Common
Stock, the "Shares") issued pursuant to the Rights Agreement between the
Company and First National Bank of Boston, as Rights Agent, dated as of April
24, 1997, as amended November 10, 1998 (the "Rights Agreement"), at a price of
$7.00 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated November 17, 1998 (the
"Offer to Purchase"), and the related Letter of Transmittal (which together
constitute the "Offer").
Capitalized terms not separately defined herein shall have the meanings
specified in the Statement.
ITEM 6. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented by the addition of the following
information thereto:
At 12:00 midnight, New York City time, on December 15, 1998, the Offer
expired. A total of 5,823,440 Shares (including Shares tendered by guaranteed
delivery) were tendered and accepted for payment, representing approximately
95% percent of the Shares outstanding.
ITEM 10. ADDITIONAL INFORMATION
Item 10 is hereby amended and supplemented by the addition of the following
information thereto:
A copy of Parent's press release announcing the successful completion of the
Offer and its intention to complete the acquisition of the Company shortly by
effecting a merger between the Purchaser and the Company is filed as Exhibit
(a)(9) to the Statement and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by the addition of the following
exhibit:
(a)(9) Press Release, dated December 16, 1998, issued by Oracle.
4
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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.
Oracle Corporation
By: /s/ Daniel Cooperman
__________________________________
Daniel Cooperman
Senior Vice President, General
Counsel
and Secretary
Dated: December 16, 1998
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.
KL Acquisition Corporation
By: /s/ Thomas Theodores
__________________________________
Thomas Theodores
Vice President, Secretary
Dated: December 16, 1998
5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT NAME
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<C> <S>
(a)(1) Revised Offer to Purchase, dated as of November 17, 1998.(*)
(a)(2) Letter of Transmittal.(*)
(a)(3) Form of Letter from Information Agent to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.(*)
(a)(4) Letter from Brokers, Dealers, Commercial Banks, Trust Companies and
Nominees to Clients.(*)
(a)(5) Notice of Guaranteed Delivery.(*)
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.(*)
(a)(7) Form of Summary Advertisement dated November 17, 1998.(*)
(a)(8) Press Release, dated November 10, 1998, issued by Oracle.(*)
(a)(9) Press Release, dated December 16, 1998, issued by Oracle.
(b) Not applicable.
(c)(1) Agreement and Plan of Merger, dated as of November 10, 1998, by and
among Concentra Corporation, KL Acquisition Corporation and Oracle
Corporation.(*)
(c)(2) Form of Support Agreement, dated November 10, 1998 by and among Oracle
Corporation and San Giorgio S.A., Special Situations Fund III, L.P.,
Special Situations Private Equity Fund, L.P., Special Situations
Cayman Fund, L.P., Special Situations Technology Fund, L.P., Lawrence
W. Rosenfeld, as an individual and trustee, Toyo Corporation, and
Stephen J. Cucchiaro.(*)
(c)(3) Confidential Disclosure Agreement dated September 11, 1998, between
Concentra Corporation and Oracle Corporation.(*)
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
</TABLE>
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(*) Previously filed.
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EXHIBIT 99(a)(9)
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Contact: Kevin McGuirk Carol Sato
Oracle Corp. Oracle Corp.
650/506-8273 650/633-5551
[email protected] [email protected]
ORACLE CLOSES ACQUISITION OF CONCENTRA CORPORATION, LEADING CONFIGURATOR
SOFTWARE PROVIDER
CONCENTRA CONFIGURATION SOLUTIONS WILL ENHANCE ORACLE E-COMMERCE APPLICATIONS
REDWOOD SHORES, Calif., December 16, 1998--Oracle Corporation today announced
the successful completion of the tender offer by its subsidiary, KL Acquisition
Corp., for all outstanding shares of common stock of Concentra Corporation.
Approximately 5,823,440 shares of Concentra common stock were tendered and
accepted (including shares tendered by guaranteed delivery), representing
approximately 95% percent of such shares outstanding. Oracle intends to complete
its acquisition of Concentra shortly by effecting a merger between Concentra and
KL Acquisition Corp. through which all remaining shares of Concentra common
stock will be converted into the right to receive $7.00 per share in cash.
With this acquisition, Concentra will become Oracle's center for core
configurator technology development. Concentra's technology is especially well-
suited for configuring orders ranging from simple assembly to complex engineer-
to-order products. The configurator allows anyone including customers
themselves to customize even the most complex quotes and orders.
Oracle will use Concentra's configurator in both its front office and
manufacturing product lines. Concentra's flagship product will be available as
Oracle SellingPoint. The product will be marketed as a standalone mobile
solution, and integrated to Oracle's front office electronic commerce and supply
chain manufacturing applications.
Concentra will also bring a strong customer base as well as strong
development and consulting organizations to Oracle that will provide additional
capacity and domain expertise. Currently, Concentra's customers include:
Airbus, Alstom, BOC, Caradon-Everest, Cummins Engine, Dayco, Elsag Bailey,
Fujitsu, General Signal Lighting Div, HBOC, HK Systems, Nokia, Pride
Healthcare, Teradyne, USS, and Yuba.
<PAGE>
Oracle Corporation is the world's leading supplier of software for information
management, and the world's second largest software company. With annual
revenues of more than $8.0 billion, the company offers its database, application
server, tools and application products, along with related consulting, education
and support services, in more than 145 countries around the world.
For more information about Oracle, please call 650/506-7000. Oracle's World
Wide Web address is (URL) http://www.oracle.com/.
# # #
TRADEMARKS
Oracle is a registered trademark of Oracle Corporation. All other names may be
trademarks of their respective owners.
