ENTERPRISE SOFTWARE INC
8-K, 1999-02-04
NON-OPERATING ESTABLISHMENTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934




       Date of Report (Date of earliest event reported): January 13, 1999



                            ENTERPRISE SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)


      Delaware                       0-18034                    68-0158367
   (State or other             (Commission File No.)           (IRS Employer
   jurisdiction of                                           Identification No.)
   incorporation)


            38705 Seven Mile Road, Suite 435, Livonia, Michigan 48152
               (Address of principal executive offices) (Zip Code)



       Registrant's telephone number, including area code: (248) 380-6070


                                 Not Applicable
          (Former name or former address, if changed since last report)


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Item 5.  Other Events.

         As indicated in the press release dated February 3, 1999 attached as an
exhibit to this Form 8-K, on February 3, 1999 the Registrant's Board of
Directors elected Irwin Schlass to fill a vacancy on the Board. The vacancy was
created as a result of the January 8, 1999 resignation of James S. Ware.

Item 7.  Financial Statements and Exhibits.

         (c) Exhibits.         The following exhibits are filed herewith:

             Exhibit No.                    Description
             -----------                    -----------

             99                             Press Release dated February 3, 1999


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.



                                            ENTERPRISE SOFTWARE, INC.


                                            By /S/   Andre A. Blay
                                               --------------------------------
                                                     Andre A. Blay
                                            Its      Chairman of the Board and 
                                                     Chief Executive Officer

Date:  February 3, 1999


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                                  EXHIBIT INDEX


       Exhibit No.                        Description
       -----------                        -----------

       99                                 Press Release dated February 3, 1999










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                                                                      EXHIBIT 99

ENTERPRISE SOFTWARE NAMES IRWIN SCHLASS TO BOARD OF DIRECTORS

February 3, 1999 11:00 AM

DETROIT--(BUSINESS WIRE)--Feb. 3, 1999--Enterprise Software, Inc. (ENSW) today
announced that Irwin Schlass has been elected to the Company's Board of
Directors, effective immediately. His appointment fills the only vacancy on the
seven-member Board.

Mr. Schlass, 52, is chairman and chief executive officer of InterEquity Capital
Partners L.P., a New York City-based venture capital firm. The firm, which is
among Enterprise Software's largest shareholders, provides long-term capital and
value-added investment banking services to growth companies throughout the
United States.

Mr. Schlass has been an officer and director of InterEquity since 1990. He has
also been a principal, since 1988, of Irwin Schlass Enterprises, Inc., a
management and investment firm specializing in telecommunications and real
estate and the investment manager to InterEquity. He was divisional head of
sales and marketing at GTE/U.S. Sprint from 1982 to 1988. He is also a member of
the Board of Directors of NY's Finest Foundation, a not-for-profit organization
which supports law enforcement in New York City. Mr. Schlass has a B.A. from the
City University of New York and a M.A. from the University of Denver.

Andre Blay, Chairman and Chief Executive Officer of Enterprise Software, Inc.
said, "I am pleased that Irwin Schlass has become a director. As a major
investor in our company, he will add a valuable perspective to the Board and
play an important role as we continue our efforts to maximize value for our
shareholders."

Mr. Schlass said, "I was most interested in joining the Enterprise Software
board at this time so that I could help the existing directors obtain the best
value for the company's shareholders. I look forward to working with the Board
to explore ways we can achieve this objective."

As announced in October 1998, Enterprise has retained the international
investment banking firm of Schroder & Co. Inc. to explore all available
alternatives, including the possibility of a merger or sale of the Company.

Enterprise Software, Inc., a developer of mission critical software for
enterprise management, is the parent company of Enterprise Systems Group, Inc.
and CCMS, recognized leaders in innovative broadcast management software systems
and integrated media support services for television stations, radio stations,
cable networks, cable systems and other television distributors. Enterprise
Software, Inc. is also the parent company of REVIVE Technologies, a global
provider of legacy systems conversion services and technologies.

Included in this release are "forward-looking" statements based upon the
company's good faith expectations and beliefs which the company believes are
reasonable but which may differ 



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materially from actual results, depending upon the circumstances, and there can
be no assurance that the statements of expectation or belief will result or be
achieved or accomplished. Taking into account the foregoing, the actual results
could differ materially from those expressed in such forward-looking statements
as a result of such important factors as the company's ability to compete with
high-technology competitors which may be larger, offer more services, possess
greater resources and other factors described in the company's reports on file
with the Securities and Exchange Commission.





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