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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(AMENDMENT NO. 2-FINAL AMENDMENT)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
(AMENDMENT NO. 1-FINAL AMENDMENT)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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STATE OF THE ART, INC.
(NAME OF SUBJECT COMPANY)
ROSE ACQUISITION CORP.
THE SAGE GROUP PLC
(BIDDERS)
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
85730710
(CUSIP NUMBER OF CLASS OF SECURITIES)
PAUL WALKER
CHIEF EXECUTIVE OFFICER
THE SAGE GROUP PLC
SAGE HOUSE
BENTON PARK ROAD
NEWCASTLE UPON TYNE
ENGLAND NE7 7LZ
(191) 255-3000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF BIDDER)
COPY TO:
KENTON J. KING, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR EMBARCADERO CENTER, SUITE 3800
SAN FRANCISCO, CALIFORNIA 94111
(415) 984-6400
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SCHEDULE 14D-1
CUSIP NO. 85730710
Names of Reporting Person
1.
S.S. or I.R.S. Identification Nos. of Above Persons
Rose Acquisition Corp. (75-2749525)
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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
Items 2(d) or 2(e)
[_]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned By Each Reporting
Person 11,024,315 (including 80,829 shares subject to
guarantee of delivery)
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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)
98.6%
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10. Type of Reporting Person
CO
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SCHEDULE 14D-1
CUSIP NO. 85730710
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1. Names of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Persons
The Sage Group plc
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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
BK, WC, OO
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[_]
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6. Citizenship or Place of Organization
United Kingdom
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7. Aggregate Amount Beneficially Owned By Each Reporting Person
11,024,315 (including 180,829 shares subject to guarantee of delivery)
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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)
98.6%
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10. Type of Reporting Person
CO
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This Amendment No. 2 (Final Amendment) constitutes the final amendment to
the Tender Offer statement on Schedule 14D-1 (the "Schedule 14D-1") filed with
the Securities and Exchange Commission on February 2, 1998 by Rose Acquisition
Corp. (the "Purchaser") and The Sage Group plc ("Parent"), relating to the
offer by the Purchaser to purchase all of the issued and outstanding shares of
common stock, no par value (the "Common Stock"), of the Company, for $22.00
per share of Common Stock, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated February 2,
1998 (the "Offer to Purchase"), a copy of which is attached to the Schedule
14D-1 as Exhibit (a)(1), and the related Letter of Transmittal, a copy of
which is attached to the Schedule 14D-1 as Exhibit (a)(2). This filing also
constitutes Amendment No. 1 (Final Amendment) to the Schedule 13D originally
filed on February 27, 1998 pursuant to Section 13(d) of the Securities
Exchange Act of 1934, as amended, on behalf of each of the Purchaser and
Parent.
Capitalized terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Offer to Purchase and the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by adding thereto the following:
(a)-(b) The Offer expired at 12:00 midnight, New York City time, on
Monday, March 2, 1998. Based on information provided by the Depositary,
there were validly tendered and not withdrawn 11,024,315 shares of Common
Stock (including 180,829 shares of Common Stock tendered by means of
guaranteed delivery), or approximately 98.6% of the issued and outstanding
shares of Common Stock of the Company. The Shares validly tendered and not
withdrawn at such time were accepted for payment. On March 3, 1998, Parent
and the Purchaser issued a press release attached hereto as Exhibit
(a)(12).
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by adding thereto the following
Exhibit:
(a)(12) Press Release issued by Parent and the Purchaser, dated March 3,
1998.
4
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EXHIBIT LIST
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<C> <S>
(a)(1) Offer to Purchase, dated February 2, 1998.
(a)(2) Letter of Transmittal.
(a)(3) Letter for use by Brokers, Dealers, Banks, Trust Companies and
Nominees to their Clients.
(a)(4) Letter to Clients.
(a)(5) Notice of Guaranteed Delivery.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Press Release issued by Parent, dated January 27, 1998.
(a)(8) Press Release issued by the Company, dated January 27, 1998.
(a)(9) Form of Summary Advertisement, dated February 2, 1998.
(a)(10) Fairness Opinion of UBS Securities LLC, dated January 26, 1998.
(a)(11) Financial Statements of Parent for the fiscal years ended September
30, 1997 and 1996.
(a)(12) Press Release issued by Parent and the Purchaser, dated March 3, 1998.
(b)(1) Facilities Agreement, dated January 27, 1998, by and among Parent,
Purchaser, the Banks and Financial Institutions named in Schedule 1
thereto, and Lloyds Bank plc Capital Markets.
(b)(2) Placing Agreement, dated January 27, 1998, by and between Parent and
J. Henry Schroders & Co.
(c)(1) Agreement and Plan of Merger, dated January 27, 1998, by and among
Parent, the Purchaser and the Company.
(c)(2) Shareholder Agreement, dated January 27, 1998, by and among Parent,
the Purchaser, David W. Hanna, George Riviere and Jeffrey E. Gold.
(c)(3) Option Agreement, dated January 27, 1998, by and among Parent, the
Purchaser and the Company.
(c)(4) Confidentiality Agreement, dated January 14, 1998, by and between
Parent and Company.
(c)(5) Letter Agreement, dated February 23, 1998, between the Company and
each of Parent and the Purchaser.
(c)(6) Letter Agreement, dated February 23, 1998, between David W. Hanna and
each of Parent and the Purchaser.
(c)(7) Letter Agreement, dated February 23, 1998, between Jeffrey E. Gold and
each of Parent and the Purchaser.
(c)(8) Letter Agreement, dated February 23, 1998, between George Riviere and
each of Parent and the Purchaser.
(c)(9) Letter Agreement, dated February 23, 1998, between David R. Butler and
each of Parent and the Purchaser.
(c)(10) Letter Agreement, dated February 23, 1998, between W. Frank King and
each of Parent and the Purchaser.
(c)(11) Joint Filing Agreement, dated as of February 27, 1998, by and between
Parent and the Purchaser.
(d) None.
(e) Not applicable.
(f) None.
</TABLE>
5
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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.
Date: March 3, 1998
ROSE ACQUISITION CORP.
/s/ PAUL WALKER
By: _________________________________
Name: Paul Walker
Title: Vice President and
Secretary
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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.
Date: March 3, 1998
THE SAGE GROUP PLC
/s/ PAUL WALKER
By: _________________________________
Name: Paul Walker
Title: Chief Executive Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
(a)(12) Press Release issued by Parent and the Purchaser, dated March 3, 1998.
</TABLE>
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EXHIBIT (a)(12)
NEWS RELEASE MACKENZIE
PARTNERS, INC
156 FIFTH AVENUE
NEW YORK, NY 10010
212 929-5500
FAX 212 929-0308
FOR IMMEDIATE RELEASE:
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CONTACT:
BOB MARESE
MACKENZIE PARTNERS, INC.
212-929-5500
SAGE COMPLETES TENDER OFFER
FOR SHARES OF STATE OF THE ART, INC.
NEWCASTLE UPON TYNE, ENGLAND - MARCH 3, 1998 - The Sage Group plc and Rose
Acquisition Corp. (collectively, "Sage") announced today that Sage has completed
its tender offer for all of the outstanding shares of common stock of State Of
The Art, Inc. ("State Of The Art") at $22.00 net per share.
The offered expired, as scheduled, at 12:00 midnight (New York City time) on
Monday, March 2, 1998.
As of the termination of the offer, based on a preliminary count from the
Depositary, ChaseMellon Shareholders Services, L.L.C., approximately 11,024,315
shares, including approximately 180,829 shares tendered by guaranteed delivery,
of State Of The Art common stock had been tendered and not withdrawn. As a
result of the tender offer, Sage will own approximately 98.6% of the outstanding
shares of common stock of State Of The Art. Subject to the terms of the merger
agreement among The Sage Group plc, Rose Acquisition Corp. and State Of The Art,
shares of common stock of State Of The Art not tendered will be converted into
the right to receive $22.00 net per share pursuant to a second-step merger
between Rose Acquisition Corp. and State Of The Art.
State Of The Art, headquartered in Irvine, California, provides accounting
software for small-to-medium-sized businesses and distributes its products
through a reseller network.
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