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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
(AMENDMENT NO. 1)
(FINAL AMENDMENT)
EFFECTIVE MANAGEMENT SYSTEMS, INC.
(Name of Subject Company)
IFS ACQUISITION, INC.
IFS AMERICAS, INC.
INDUSTRIAL & FINANCIAL SYSTEMS, IFS AB
(Bidders)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
282017 10 2
(CUSIP Number of Class of Securities)
TERJE VANGBO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
IFS ACQUISITION, INC. AND IFS AMERICAS, INC.
1900 EAST GOLF ROAD, SUITE 900
SCHAUMBURG, ILLINOIS 60173
(847) 995-9600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copy To:
CHRISTIAN J. HOFFMANN, III, ESQ.
STREICH LANG, P.A.
TWO NORTH CENTRAL AVENUE
PHOENIX, ARIZONA 85004
(602) 229-5200
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(Continued on following page(s))
(Page 1 of 6 Pages)
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SCHEDULE 14D-1
CUSIP No. 282017 10 2 Page 2 of 6 Pages
(1) Name of reporting persons: Industrial & Financial Systems, IFS AB
I.R.S. Identification No. of above person (entities only): N/A
(2) Check the appropriate box if a member of a group (see instructions):
(a) / /
(b) /X/
(3) SEC use only
(4) Source of funds (see instructions): WC
(5) Check box if disclosure of legal proceedings is required pursuant to
Items 2(e) or 2(f) / /
(6) Citizenship or place of organization: Sweden
(7) Aggregate amount beneficially owned by each reporting person: 5,972,944
shares of common stock*
(8) Check box if the aggregate amount in Row (7) excludes certain shares
(see instructions):
/ /
(9) Percent of class represented by amount in Row (7): 97.2%*
(10) Type of reporting person (see instructions): CO
*Excludes shares that may be issuable under the Stock Option Agreement dated as
of September 1, 1999, by and among the Purchaser, Parent and the Company.
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SCHEDULE 14D-1
CUSIP No. 282017 10 2 Page 3 of 6 Pages
(1) Name of reporting persons: IFS Americas, Inc.
I.R.S. Identification No. of above person (entities only): 36-431-4355
(2) Check the appropriate box if a member of a group (see instructions):
(a) / /
(b) /X/
(3) SEC use only
(4) Source of funds (see instructions): AF
(5) Check box if disclosure of legal proceedings is required pursuant to
Items 2(e) or 2(f)
/ /
(6) Citizenship or place of organization: Delaware
(7) Aggregate amount beneficially owned by each reporting person: 5,972,944
shares of common stock*
(8) Check box if the aggregate amount in Row (7) excludes certain shares
(see instructions):
/ /
(9) Percent of class represented by amount in Row (7): 97.2%*
(10) Type of reporting person (see instructions): CO
*Excludes shares that may be issuable under the Stock Option Agreement dated as
of September 1, 1999, by and among the Purchaser, Parent and the Company.
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SCHEDULE 14D-1
CUSIP No. 282017 10 2 Page 4 of 6 Pages
(1) Name of reporting persons: IFS Acquisition, Inc.
I.R.S. Identification No. of above person (entities only): 36-431-4350
(2) Check the appropriate box if a member of a group (see instructions):
(a) / /
(b) /X/
(3) SEC use only
(4) Source of funds (see instructions): AF
(5) Check box if disclosure of legal proceedings is required pursuant to
Items 2(e) or 2(f)
/ /
(6) Citizenship or place of organization: Wisconsin
(7) Aggregate amount beneficially owned by each reporting person: 5,972,944
shares of common stock*
(8) Check box if the aggregate amount in Row (7) excludes certain shares
(see instructions):
/ /
(9) Percent of class represented by amount in Row (7): 97.2%*
(10) Type of reporting person (see instructions): CO
*Excludes shares that may be issuable under the Stock Option Agreement dated as
of September 1, 1999, by and among the Purchaser, Parent and the Company.
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This Amendment No. 1, the final amendment, amends the joint Schedule
14D-1 Tender Offer Statement and Schedule 13D Statement (the "Schedule 14D-1")
relating to the offer by IFS Acquisition, Inc., a Wisconsin corporation (the
"Purchaser") and a wholly-owned subsidiary of IFS Americas Inc., a Delaware
corporation (the "Parent"), to purchase all outstanding shares of common stock,
par value $.01 per share, of Effective Management Systems, Inc., a Wisconsin
corporation (the "Company"), at a price of $4.50 per share net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated September 8, 1999 (the "Offer to
Purchase"), and in the related Letter of Transmittal. Parent is a subsidiary of
Industrial & Financial Systems, IFS AB, a corporation organized under the laws
of Sweden ("IFS"). Capitalized terms used but not otherwise defined herein shall
have their meanings assigned in the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Item 6 of the Schedule 14D-1 and in the
Offer to Purchase are hereby amended as follows:
At 5:00 p.m., New York City time, on Friday, October 15, 1999, the Offer
expired. Based on a preliminary count, 5,972,944 Shares were tendered pursuant
to the Offer, of which 15,861 Shares were tendered pursuant to notices of
guaranteed delivery. Effective as of 5:01 p.m. on October 15, 1999, all Shares
validly tendered and not withdrawn prior to the expiration of the Offer were
accepted for payment. The acceptance of such tendered Shares resulted in Parent
and its subsidiaries owning approximately 97% of the outstanding Shares. A copy
of the press release announcing the expiration of the Offer and the acceptance
for payment of validly tendered Shares is attached hereto as Exhibit (a)(9) and
is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding the following exhibit:
(a)(9) Press Release issued by Parent on October 18, 1999.
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SIGNATURES
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.
Dated: October 18, 1999
INDUSTRIAL & FINANCIAL SYSTEMS, IFS AB
By: /s/ Terje Vangbo
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Name: Terje Vangbo
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Title: Area Manager, North America and Director
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IFS AMERICAS, INC.
By: /s/ Terje Vangbo
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Name: Terje Vangbo
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Title: President
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IFS ACQUISITION, INC.
By: /s/ Terje Vangbo
----------------------------------------
Name: Terje Vangbo
----------------------------------------
Title: President
----------------------------------------
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EXHIBIT (A)(9)
PRESS RELEASE - FOR IMMEDIATE RELEASE
IFS Americas, Inc. Acquires 97% of Effective Management Systems, Inc. in Cash
Tender Offer
TUCSON, ARIZONA, OCTOBER 18, 1999 - IFS Americas, Inc. ("IFS") (a Delaware
corporation) today announced that its wholly-owned subsidiary, IFS Acquisition,
Inc., has accepted for payment and made arrangements to pay for approximately
97% of the outstanding shares of common stock of Effective Management Systems,
Inc. (OTC: EMSI) ("EMS" or the "Company") at a price of $4.50 per share.
IFS's tender offer for all of the outstanding shares of EMS common stock at
$4.50 per share expired at 5:00 p.m., New York City time on October 15, 1999.
Based on a preliminary count, 4,981,224 shares were tendered (including 15,861
shares tendered by guaranteed delivery) and have been accepted for payment in
accordance with the terms of the offer.
Mr. Terje Vangbo, President and CEO of IFS said "with the successful completion
of the tender offer, we can begin to strengthen IFS's position in the U.S.,
while providing IFS with the additional infrastructure necessary to keep pace
with its rapid growth. We are extremely pleased that this transaction has been
highly welcomed by customers, suppliers and the EMS organization."
As soon as practicable, IFS Acquisition, Inc. will merge with and into EMS,
making EMS a subsidiary of IFS, and each share not previously purchased in the
tender offer will be converted into the right to receive $4.50 in cash.
ABOUT EFFECTIVE MANAGEMENT SYSTEMS
Effective Management Systems, Inc., with headquarters in Milwaukee, Wisconsin,
is a provider of Enterprise Resource Planning (ERP) and Manufacturing Execution
System (MES) software that helps companies optimize their manufacturing
operations and coordinate those operations with all aspects of their business.
EMS customers quickly and affordably integrate their entire enterprises to
reduce lead times, increase throughput, improve customer service, and maintain
their competitive positions. From small, single-location companies to mid-size
manufacturing companies with multiple plants and relatively complex business
management needs, over 21 years, EMS has delivered pre-integrated, comprehensive
solutions within its TCM(TM) (Time Critical Manufacturing) software suite to
over 800 discrete manufacturing facilities in the U.S., Canada, Europe and Asia.
EMS's Intercim Division, based in Minneapolis, specializes in providing
factory-floor manufacturing-software solutions to Fortune 500 companies,
including Boeing Co. and Eastman Kodak Co., with complex production challenges.
Intercim has been providing information-management solutions for more than 15
years and has over 700 installations worldwide.
ABOUT IFS AND IFS APPLICATIONS
Industrial & Financial Systems, IFS AB, develops and supplies IFS
Applications(TM), which is a complete Enterprise Resource Planning (ERP) system
for business processes in medium-to large-sized companies. It covers
manufacturing, distribution, financials, maintenance management, resource
management, engineering and the front office.
The IFS business concept is to increase the freedom of action and
competitiveness of companies by offering
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standardized business systems based on leading technologies.
IFS Applications is one of the first business systems in the market developed
entirely using a component-based architecture, which means that it can be
readily adapted to the needs of individual customers. This comprehensive,
web-enabled solution ties front and back offices together, creating a true
backbone for e-commerce.
IFS is the world's fastest-growing company in the ERP and maintenance software
market. The company has 2,500 employees and its products are sold in 34
countries around the world. Some of the more than 1,600 major customers include
Volvo, NEC, Akzo Nobel, Caterpillar, Saab, Nikon, Kimball, AlliedSignal,
Ericsson, International Paper, Sundstrand Corporation and Rover Group.
# # #
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release, including, without
limitation, statements containing the words "believes," "expects," and words of
similar import, constitute "forward-looking" statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the Company or industry results to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following;
recent poor financial results, financial covenants and limitations, lack of
liquidity, recent restructuring of the Company, dependence on principal
products, the Company's relationship with Baan, dependence on third party
software, dependence on key employees, new products and technical change,
intellectual property and property rights, variability of quarterly operating
results, limited back log, competition, expansion plans, and control by
management. Given these uncertainties, prospective investors are cautioned not
to place undue reliance on such forward-looking statements. IFS and EMS disclaim
any obligation to update any such factors or to publicly announce the results of
any revisions to any of the forward-looking statements contained herein to
reflect future events or developments.
IFS Applications(TM) is a trademark of IFS Industrial & Financial Systems, IFS
AB. EMS, TCM, and FACTORYnet are trademarks or registered trademarks of
Effective Management Systems, Inc. or its subsidiaries. All other referenced
company or product names are trademarks or registered trademarks of their
respective owners.
FOR ADDITIONAL INFORMATION, CONTACT:
TERJE VANGBO, PRESIDENT & CEO
IFS, INC.
847/995-9600 phone
847/995-9607 fax
[email protected]
http://www.ifsab.com
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