SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TREEV, INC.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
894692300
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(CUSIP Number)
Ulrich Thol
CE Computer Equipment AG
Herforder Strasse 155A
33609 Bielefeld, Germany
Telephone: +49-521-9318-01
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
W. Jeffrey Lawrence
Shearman & Sterling
9 Appold Street
Broadgate West
London EC2A 2AP
United Kingdom
Telephone: +44 207 655 5000
March 22, 2000
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d- 1(e), 240.13d-1(f) or 240.13d-(g), check the
following box |_|.
<PAGE>
Introductory Statement
This Amendment No. 2 amends and supplements the Statement on
Schedule 13D filed with the Securities and Exchange Commission, as amended by
Amendment No. 1 thereto (the "Statement"), relating to the beneficial ownership
by CE Computer Equipment Aktiengesellschaft, a German corporation, of Issuer
Common Stock. All capitalized terms not otherwise defined herein are used herein
as defined in the Statement.
Item 4. Purpose of Transaction.
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Item 4 is hereby amended and supplemented by deleting the sixth and seventh
paragraphs thereof and replacing them with the following three new paragraphs:
On March 22, 2000, the Reporting Person executed a Letter
Waiver, dated March 22, 2000, in favor of the Issuer (the "Letter Waiver"),
waiving compliance with the closing condition contained in Section 7.02(g) of
the Merger Agreement. According to the Letter Waiver, the Merger Agreement,
except to the extent of the waiver specifically provided for in the Letter
Waiver, is and will continue to be in full force and effect.
Except as set forth in this Statement, the Merger Agreement,
the Voting Agreement, the Irrevocable Proxies and the Letter Waiver, neither the
Reporting Person nor, to the best knowledge of the Reporting Person, any of the
individuals named in Schedule I hereto has formulated any plans or proposals
which relate to or would result in: (i) the acquisition by any person of
additional securities of the Issuer or the disposition of securities of the
Issuer, (ii) an extraordinary corporate transaction involving the Issuer or any
of its subsidiaries, (iii) a sale or transfer of a material amount of the assets
of the Issuer or any of its subsidiaries, (iv) any change in the present board
of directors or management of the Issuer, (v) any material change in the
Issuer's capitalization or dividend policy, (vi) any other material change in
the Issuer's business or corporate structure, (vii) any change in the Issuer's
charter or bylaws or other instrument corresponding thereto or other action
which may impede the acquisition of control of the Issuer by any person, (viii)
causing a class of the Issuer's securities to be deregistered or delisted, (ix)
a class of the Issuer's securities becoming eligible for termination of
registration or (x) any action similar to any of those enumerated above.
The foregoing descriptions of the Merger Agreement, the
Voting Agreement, the Irrevocable Proxies and the Letter Waiver do not purport
to be complete and are qualified in their entirety by reference to such
agreements, which are attached hereto as Exhibits 1 through 13, respectively,
and which are incorporated herein by reference in their entirety.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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The first paragraph of Item 6 is hereby amended and restated in its entirety as
follows:
Except as provided in this Statement, the Merger Agreement,
the Voting Agreement, the Irrevocable Proxies and the Letter Waiver, none of the
persons named in Item 2 has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any persons with respect to any
securities of the Issuer including but not limited to, transfer or voting of any
of the securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
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Item 7 is hereby amended and supplemented as follows:
13. Letter Waiver, dated March 22, 2000, executed by CE
Computer Equipment AG in favor of TREEV, Inc.
<PAGE>
Signature
After reasonable 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.
March 24, 2000 CE Computer Equipment AG
By: /s/ Thomas Wenzke
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Name: Thomas Wenzke
Title: Member of the Board of
Management
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
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13 Letter Waiver, dated March 22, 2000, executed 6
by CE Computer Equipment AG in favor of
TREEV, Inc.
CE Computer Equipment AG
Herforder Str. 155A
33609 Bielefeld
Germany
LETTER WAIVER
March 22, 2000
TREEV, Inc.
Attn: Brian H. Hajost
500 Huntmar Park Drive
Herndon, VA 20170
U.S.A.
Ref.: Agreement and Plan of Merger, dated as of November 19, 1999, between CE
Computer Equipment AG and TREEV, Inc.
Ladies and Gentlemen:
We refer to the Agreement and Plan of Merger, dated as of
November 19, 1999 (the "Merger Agreement"), between CE Computer Equipment AG
("CE") and TREEV, Inc. ("TREEV") and in particular to Section 7.02(g) of the
Merger Agreement.
In accordance with Section 8.04 of the Merger Agreement, CE
hereby irrevocably and unconditionally waives compliance with the closing
condition contained in Section 7.02(g) of the Merger Agreement.
The Merger Agreement, except to the extent of the waiver
specifically provided above, is and shall continue to be in full force and
effect.
Very truly yours
CE COMPUTER EQUIPMENT AG
/s/ Thomas Wenzke
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Name: Thomas Wenzke
Title: Member of the Management Board
