SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 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
November 19, 1999
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(Date of Event which Requires Filing of this Statement)
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 1 of 9
<PAGE>
CUSIP No. 894692300
(1) Name of Reporting Person: CE Computer Equipment Aktiengesellschaft
I.R.S. Identification No. of Above Person:
(2) Check the Appropriate Box if a Member of a Group (See Instructions):
|_| (a)
|_| (b)
(3) SEC Use Only
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(4) Source of Funds* (See Instructions): OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e):___
(6) Citizenship or Place of Organization: Germany
Number of (7) Sole Voting Power: 0
Shares
Beneficially (8) Shared Voting Power: 6,479,343 shares of Common Stock
Owned by
Each (9) Sole Dispositive Power: 0
Reporting
Person With (10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
6,479,343 shares of Common Stock
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
(13) Percent of Class Represented by Amount in Row (11): 42.8 %
(14) Type of Reporting Person (See Instructions): CO
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* Pursuant to the Merger Agreement (as defined in response to Item 3),
the Reporting Person will, subject to the conditions specified
therein, acquire all of the outstanding shares of Issuer Common Stock
(as defined in response to Item 1) in exchange for American Depositary
Shares, each representing one newly issued ordinary share, without par
value, of the Reporting Person.
Page 2 of 9
<PAGE>
Introductory Statement
This Amendment No. 1 amends and supplements the Statement on Schedule
13D filed with the Securities and Exchange Commission (the "Schedule"), 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 Schedule.
Item 4. Purpose of Transaction.
The seventh paragraph of Item 4 is hereby amended and restated in its entirety
as follows:
"The foregoing descriptions of the Merger Agreement, the Voting
Agreement and the Irrevocable Proxies 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 12, respectively, and
which are incorporated herein by reference in their entirety."
Item 5. Interest in Securities of the Issuer.
The fifth sentence of the first paragraph of Item 5 is hereby amended and
restated in its entirety as follows:
"The foregoing descriptions of the Voting Agreement and the
Irrevocable Proxies do not purport to be complete and are qualified in
their entirety by reference to such agreements, copies of which are
attached hereto as Exhibits 2 through 12, respectively, and which are
incorporated herein by reference in their entirety."
Item 7. Material to Be Filed as Exhibits.
Item 7 is hereby amended and supplemented as follows:
11. Irrevocable Proxy, dated as of November 19, 1999, granted by
Horace T. Ardinger, Jr. in favor of CE Computer Equipment AG.
12. Irrevocable Proxy, dated as of November 19, 1999, granted by
Douglas Adkins in favor of CE Computer Equipment AG.
Page 3 of 9
<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.
November 30, 1999 CE Computer Equipment AG
By: /s/ Thomas Wenzke
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Name: Thomas Wenzke
Title: Member of the Board of
Management
Page 4 of 9
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
11 Irrevocable Proxy, dated as of November 19, 6
1999, granted by Horace T. Ardinger, Jr. in
favor of CE Computer Equipment AG.
12 Irrevocable Proxy, dated as of November 19, 8
1999, granted by Douglas Adkins in favor of CE
Computer Equipment AG.
Page 5 of 9
<PAGE>
Irrevocable Proxy
to Vote
TREEV, Inc. Stock
The undersigned stockholder (the "Stockholder") of TREEV, Inc., a Delaware
corporation (the "Company""), hereby irrevocably (to the fullest extent
permitted by Section 212 of the Delaware General Corporation Law) appoints
Thomas Wenzke, Peter Schmerler and Hans-Jurgen Brintrup, and each of them, as
the sole and exclusive attorneys and proxies of the undersigned, with full power
of substitution and resubstitution, to vote and exercise all voting and related
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of common stock of the Company or other equity
securities that now are or hereafter may be beneficially owned by the
undersigned, or with respect to which the undersigned has or shares voting power
or control, and all the shares of common stock of the Company or other equity
securities of the Company which may, or with respect to which voting power or
control may, hereafter be acquired by the undersigned pursuant to options,
warrants or otherwise on or after the date hereof (collectively, the "Shares")
in accordance with the terms of this Irrevocable Proxy. The Shares beneficially
owned by the undersigned stockholder of the Company as of the date of this
Irrevocable Proxy are listed on the final page of this Irrevocable Proxy. Upon
the undersigned's execution of this Irrevocable Proxy, any and all prior proxies
given by the undersigned with respect to any Shares that are inconsistent with
this Irrevocable Proxy are hereby revoked and the undersigned agrees not to
grant any subsequent proxies with respect to the Shares that are inconsistent
with this Irrevocable Proxy until after the Expiration Date (as defined below).
This Proxy is irrevocable (to the extent provided in Section 212 of the Delaware
General Corporation Law), is granted pursuant to the Voting and Registration
Rights Agreement dated as of November 19, 1999, by and among the Acquiror, the
undersigned and other stockholders of the Company (the "Voting Agreement"), and
is granted in consideration of the Acquiror entering into the Agreement and Plan
of Merger, dated as of November 19, 1999, between the Acquiror and the Company
(the "Merger Agreement"). The Merger Agreement provides for the merger of a
Delaware corporation with and into the Company in accordance with its terms (the
"Merger"). As used herein, the term "Expiration Date" shall mean the earlier to
occur of (i) the termination of the Merger Agreement in accordance with its
terms and (ii) the Effective Time (as defined in the Voting Agreement). This
Irrevocable Proxy is intended to bind the undersigned stockholder as a
stockholder of the Company only with respect to the specific matters set forth
herein and shall not prohibit the undersigned stockholder from acting in
accordance with his or her fiduciary duties, if applicable, as an officer or
director of the Company.
The attorneys and proxies named above, and each of them, are hereby authorized
and empowered by the undersigned, at any time prior to the Expiration Date, to
act as the undersigned's attorney and proxy to vote the Shares, and to exercise
all voting and other rights of the undersigned with respect to the Shares
(including, without limitation, the power to execute and deliver written
consents pursuant to Section 228 of the Delaware General Corporation Law), at
every annual, special or adjourned meeting of the stockholders of the
<PAGE>
2
Company and in every written consent in lieu of such meeting in favor of
approval of the Merger and the Merger Agreement and in favor of any matter that
could reasonably be expected to facilitate the Merger. The attorneys and proxies
named above may not exercise this Irrevocable Proxy on any other matter except
as provided above. The undersigned Stockholder may vote the Shares on all other
matters.
Any obligation of the undersigned hereunder shall be binding upon the successors
and assigns of the undersigned.
This proxy is irrevocable (to the extent provided in Section 212 of the Delaware
General Corporation Law).
Dated: November 19, 1999 Horace T. Ardinger, Jr., STOCKHOLDER
By: /s/ Horace T. Ardinger, Jr.
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Shares beneficially owned:
4,196,594 shares of Company common stock
<PAGE>
Irrevocable Proxy
to Vote
TREEV, Inc. Stock
The undersigned stockholder (the "Stockholder") of TREEV, Inc., a Delaware
corporation (the "Company""), hereby irrevocably (to the fullest extent
permitted by Section 212 of the Delaware General Corporation Law) appoints
Thomas Wenzke, Peter Schmerler and Hans-Jurgen Brintrup, and each of them, as
the sole and exclusive attorneys and proxies of the undersigned, with full power
of substitution and resubstitution, to vote and exercise all voting and related
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of common stock of the Company or other equity
securities that now are or hereafter may be beneficially owned by the
undersigned, or with respect to which the undersigned has or shares voting power
or control, and all the shares of common stock of the Company or other equity
securities of the Company which may, or with respect to which voting power or
control may, hereafter be acquired by the undersigned pursuant to options,
warrants or otherwise on or after the date hereof (collectively, the "Shares")
in accordance with the terms of this Irrevocable Proxy. The Shares beneficially
owned by the undersigned stockholder of the Company as of the date of this
Irrevocable Proxy are listed on the final page of this Irrevocable Proxy. Upon
the undersigned's execution of this Irrevocable Proxy, any and all prior proxies
given by the undersigned with respect to any Shares that are inconsistent with
this Irrevocable Proxy are hereby revoked and the undersigned agrees not to
grant any subsequent proxies with respect to the Shares that are inconsistent
with this Irrevocable Proxy until after the Expiration Date (as defined below).
This Proxy is irrevocable (to the extent provided in Section 212 of the Delaware
General Corporation Law), is granted pursuant to the Voting and Registration
Rights Agreement dated as of November 19, 1999, by and among the Acquiror, the
undersigned and other stockholders of the Company (the "Voting Agreement"), and
is granted in consideration of the Acquiror entering into the Agreement and Plan
of Merger, dated as of November 19, 1999, between the Acquiror and the Company
(the "Merger Agreement"). The Merger Agreement provides for the merger of a
Delaware corporation with and into the Company in accordance with its terms (the
"Merger"). As used herein, the term "Expiration Date" shall mean the earlier to
occur of (i) the termination of the Merger Agreement in accordance with its
terms and (ii) the Effective Time (as defined in the Voting Agreement). This
Irrevocable Proxy is intended to bind the undersigned stockholder as a
stockholder of the Company only with respect to the specific matters set forth
herein and shall not prohibit the undersigned stockholder from acting in
accordance with his or her fiduciary duties, if applicable, as an officer or
director of the Company.
The attorneys and proxies named above, and each of them, are hereby authorized
and empowered by the undersigned, at any time prior to the Expiration Date, to
act as the undersigned's attorney and proxy to vote the Shares, and to exercise
all voting and other rights of the undersigned with respect to the Shares
(including, without limitation, the power to execute and deliver written
consents pursuant to Section 228 of the Delaware General Corporation Law), at
every annual, special or adjourned meeting of the stockholders of the
<PAGE>
2
Company and in every written consent in lieu of such meeting in favor of
approval of the Merger and the Merger Agreement and in favor of any matter that
could reasonably be expected to facilitate the Merger. The attorneys and proxies
named above may not exercise this Irrevocable Proxy on any other matter except
as provided above. The undersigned Stockholder may vote the Shares on all other
matters.
Any obligation of the undersigned hereunder shall be binding upon the successors
and assigns of the undersigned.
This proxy is irrevocable (to the extent provided in Section 212 of the Delaware
General Corporation Law).
Dated: November 19, 1999 Douglas Adkins, STOCKHOLDER
By: /s/ Douglas Adkins
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Shares beneficially owned:
1,136,038 shares of Company common stock
