<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Elite Information Group, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
28659M
-------------------------------------------------------
(CUSIP Number)
Chris Tyler
Elite Information Group, Inc.
Town Hall House
Level 21, 456 Kent Street
Sydney, New South Wales, Australia 2000
011-612-9278-0702
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 14, 1999
-------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
- -------------------- ------------------
CUSIP No. 111433108 13D Page 2 of 12 Pages
- -------------------- ------------------
- --------------------------------------------------------------------------------
1 Name of Reporting Person; IRS Identification Number
Solution 6 Holdings Limited ("Solution 6")
Tax I.D. Number: Not Applicable
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
Other (00)
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
New South Wales, Australia
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares 147,200
Beneficially ---------------------------------------------------
Owned by 8 Shared Voting Power
Each 2,001,588 shares which may be deemed to
Reporting be owned by Solution 6 pursuant to the
Person Stockholders Agreement described in Item
With 4 to this Schedule.
---------------------------------------------------
9 Sole Dispositive Power
147,200
---------------------------------------------------
10 Shared Dispositive Power
2,001,588 shares which may be deemed to
be owned by Solution 6 pursuant to the
Stockholders Agreement described in Item
4 to this Schedule.
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,148,788
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
25.6%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
Corporation (CO)
- --------------------------------------------------------------------------------
<PAGE> 3
- -------------------- ------------------
CUSIP No. 111433108 13D Page 3 of 12 Pages
- -------------------- ------------------
- --------------------------------------------------------------------------------
1 Name of Reporting Person; IRS Identification Number
EIG Acquisition Corp.;
Tax I.D. Number: 75-2850905
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
Other (00)
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares None
Beneficially ---------------------------------------------------
Owned by 8 Shared Voting Power
Each 2,001,588 shares which may be deemed to
Reporting be owned by EIG pursuant to the
Person Stockholders Agreement described in Item
With 4 to this Schedule.
---------------------------------------------------
9 Sole Dispositive Power
None
---------------------------------------------------
10 Shared Dispositive Power
2,001,588 shares which may be deemed to
be owned by EIG pursuant to the
Stockholders Agreement described in Item
4 to this Schedule.
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,001,588
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
23.8%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
Corporation (CO)
- --------------------------------------------------------------------------------
<PAGE> 4
SCHEDULE 13D
The summary descriptions contained in this report of certain agreements
and documents are qualified in their entirety by reference to the complete texts
of those agreements and documents filed as Exhibits to this Statement and
incorporated by reference.
ITEM 1. SECURITY AND ISSUER
This report on Schedule 13D relates to the common stock, $.01 par value
("Elite Common Stock"), of Elite Information Group, Inc. ("Elite"), covered by
that certain Stockholders Agreement, dated as of December 14, 1999 (the
"Stockholder Agreement"), entered into between Solution 6 Holdings Limited
("Solution 6"), EIG Acquisition Corp. ("EIG") and certain stockholders of Elite.
The Stockholders Agreement was entered into in connection with, and as an
inducement to Solution 6 and EIG to enter into, an Agreement and Plan of Merger,
dated as of December 14, 1999 (the "Merger Agreement"), with Elite. The Merger
Agreement provides for, among other things, the merger of EIG with and into
Elite, as described in Item 4 below.
The address of the principal executive offices of Elite are:
Elite Information Group, Inc.
5100 West Goldleaf Circle, Suite 100
Los Angeles, California 90056
ITEM 2. IDENTITY AND BACKGROUND
This report on Schedule 13D is being filed jointly by Solution 6 and
EIG. Solution 6 is a corporation organized under the laws of New South Wales,
Australia. The principal business of Solution 6 is providing business systems
to professional service firms. EIG is a Delaware corporation, has no business,
is an indirect wholly-owned subsidiary of Solution 6 and was formed for the sole
purpose of acquiring the Elite Common Stock. The principal business office
address of Solution 6 and EIG is Town Hall House, Level 21, 456 Kent Street,
Sydney, New South Wales, Australia 2000.
The following information concerning the directors and executive
officers of Solution 6 and EIG is set forth on Exhibit 99.C:
(a) Name;
(b) Residence or business address;
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted; and
(d) Citizenship.
Telstra Corporation Limited, a controlling shareholder of Solution 6
("Telstra"), is a corporation organized under the laws of Australia.
The principal business of Telstra is the provision of telecommunication services
throughout Australia. Telstra's principal business address is 242 Exhibition
Street, Melbourne, Victoria, Australia, 3000.
During the last five years, to the best knowledge of the persons filing
this Schedule 13D, neither of Solution 6, EIG or Telstra nor any of their
respective executive officers and directors have been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors).
During the last five years, to the best knowledge of the persons filing
this Schedule 13D, neither of the Solution 6, EIG nor Telstra nor any of their
respective executive officers and directors have been
4
<PAGE> 5
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction the result of which proceeding was a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No separate consideration was paid by Solution 6 or EIG in connection
with the Stockholders Agreement.
However, the shares of Elite Common Stock subject to the Stockholders
Agreement are covered by the Merger Agreement. If EIG acquires all of the Elite
Common Stock covered by this Schedule 13D and all of the other issued and
outstanding Elite Common Stock pursuant to the Merger Agreement (collectively,
the "Shares"), EIG will pay an aggregate of approximately $92.5 million. The
funds EIG will use if the transactions contemplated by the Merger Agreement are
consummated will be provided by a bridge loan from Warburg Dillon Read,
Australia Limited ("WDRAL"), proceeds from the exercise of an option held by
Telstra Corp. are working capital.
WDRAL has committed to provide Solution 6 with a maximum of US$60
million as an acquisition bridge facility (the "Facility") pursuant to an
amended term sheet dated December 17, 1999. If drawn upon, the maturity date for
the Facility will be the earlier of July 31, 2000 or 14 days after the
consummation of the Merger. Solution 6 plans to repay the Facility from the
proceeds from the first US$20 million received pursuant to the Private Placement
(as discussed below), up to US$30 million pursuant to a dividend, return of
capital or loan from Elite immediately upon consummation of the Merger and from
working capital. WDRAL's commitment to provide the Facility will expire if the
Minimum Condition, as defined in the Merger Agreement, has not been reached by
May 2, 2000 and Solution 6 has not terminated the Offer and accepted Shares for
payment by that date. Additionally, WDRAL may terminate the commitment if
Solution 6 and WDRAL have not entered into definitive documentation and executed
the Facility by February 15, 2000, and Purchaser may terminate the Facility at
any time, with or without cause.
The base interest rate (the "Base Rate") on the Facility shall be the
average rate as displayed on Reuters screen LIBO for the relevant Interest
Period (as defined below) set to London business days prior to drawing. In
addition to the Base Rate, amounts drawn under the Facility will be subject to
an additional 2.0% interest from the date of the draw until 45 days thereafter,
and an additional 4.0% from 45 days after the date of the draw until July 31,
2000. Furthermore, interest shall be payable on any undrawn amounts under the
Facility at 1.0% from March 31, 2000 until July 31, 2000, calculated on a daily
basis and payable quarterly in arrears. Interest Periods shall be 30, 60 or 90
days, or as otherwise agreed. Interest is payable on the Facility at the end of
the Interest Period.
The Facility is secured by a first priority lien, unless a first
priority lien is already in place in which case the Facility shall be secured by
a second priority lien with second priority liens capped at A$10 million, on
most of Solution 6's assets, proceeds from the issuances of Solution 6's
securities, proceeds from any sale of the Shares or Elite's assets once the
acquisition of Elite has been completed.
Solution 6 is obligated to pay certain fees in connection with the
Facility. Upon execution of the commitment letter and the announcement of the
Merger, an aggregate amount of US$523,000 as a commitment fee for the Facility
was payable by Solution 6. A restructure fee in the amount of $78,000 was also
payable by Solution 6 in connection with an amendment to the facility on
December 17, 1999. When Solution 6 draws upon the Facility, an amount equal to
1.0% of the amount drawn will be payable to WDRAL as an additional fee. However,
WDRAL will rebate an amount equal to 0.5% of the amounts drawn if the Facility
is repaid within 45 days of such draw down.
As required as a condition to the Facility, Solution 6 undertook a
private placement of A$120 million of its ordinary shares at a price of A$9.75
per share (the "Private Placement"). Subscriptions for A$120 million were
received on December 17, 1999 with settlement to occur on December 22, 1999. The
joint lead managers of the Private Placement have assumed the underwriting risk
from December 17, 1999 through the settlement date.
Mandatory prepayment or reduction of outstanding commitments under the
Facility will occur from funds received by Solution 6 from any of the following
sources:
(1) the first US$20 million received pursuant to the Private
Placement;
(2) the placement of any other of Solution 6's securities
(excluding the A$50 million issuance of shares to Telstra and any other
share issuances to vendors used to fund acquisitions approved by
WDRAL);
(3) the sale of any of Solution 6's assets;
(4) any return of capital or loan from Elite; and
(5) the sale of any Shares of Elite.
Additionally, if the transaction involving a specific potential
acquisition candidate is not announced by January 31, 2000 and is not pursuant
to the conditions required by WDRAL in the Facility, or if the offer to purchase
that acquisition candidate is withdrawn, a further mandatory prepayment or
reduction of US$13 million will be required at that time. Mandatory prepayments
and reduced commitments cannot be redrawn and will be converted to US dollars at
the exchange rate prevailing at the time of the prepayment or commitment
reduction and as advised in good faith by WDRAL to Parent.
There are several conditions precedent that Solution 6 must satisfy
prior to making any draws upon the Facility. All loan and security documentation
must be completed to WDRAL's satisfaction, the fees described above must have
been paid and Solution 6 must have received at least A$50 million in connection
with the issuance of shares to Telstra pursuant to the exercise of an option.
The Telstra option has been exercised and the A$50 has been received by Solution
6. Additionally, at least 50.1% of Elite's Shares must have been tendered to
Solution 6 at a cost to Solution 6 of US$62.6 million for the Shares.
With respect to the Facility, Solution 6 has agreed to the following:
(1) Solution 6 shall not enter into an amendment or waive any
conditions to the Offer or the Merger Agreement without the consent of
WDRAL;
(2) Solution 6 shall not enter into a material amendment or waive
any material conditions to the specific acquisition candidate's
transaction without the consent of WDRAL;
(3) Upon acquiring at least 50.1% of the Shares, Solution 6 shall
take control of Elite's board of directors, use its best efforts to
acquire 100% of the Shares as soon as practicable and in any event by
July 16, 2000;
(4) Immediately upon the consummation of the Merger, Solution 6
shall cause Elite to make a payment of at least US$30 million to
Solution 6 by way of a dividend, return of capital or loan and cause
Elite to provide a guarantee and provide a lien over its assets in
favor of WDRAL;
(5) Upon the reasonable request from WDRAL, Solution 6 shall enter
into currency hedging arrangements acceptable to WDRAL with respect to
the acquisition of Elite;
(6) Solution 6 has agreed to restrictions on any capital
reductions (except in respect of an agreed level of ordinary
dividends);
(7) Solution 6 has agreed to restrictions on disposal of assets or
undertakings other than disposals in the ordinary course of business
(except as reasonably agreed to by WDRAL) and disposals for good value
applied in prepayment of the Facility;
(8) Solution 6 has agreed to restrictions on further acquisitions
in excess of A$5 million in the aggregate (except as reasonably agreed
to by WDRAL);
(9) Solution 6 has agreed to restrictions on incurring further
financial indebtedness or providing financial accommodation or
guarantees (except as reasonably agreed with WDRAL);
(10) Solution 6 has agreed that it will have no dealings with any
party except on arms length terms in the ordinary course of business;
and
(11) Solution 6 has agreed to restrictions on the creations of
security interests.
ITEM 4. PURPOSE OF TRANSACTION
Elite and EIG entered into the Merger Agreement and the related
Stockholders Agreement with the intent of acquiring control of, and the entire
equity interest in, Elite.
The Merger Agreement provides that as soon as practicable following the
consummation of the offer to purchase (the "Offer") all of the issued and
outstanding shares of Elite (the "Shares") and the satisfaction or waiver of
certain conditions, EIG will be merged with and into Elite (the "Merger"), with
Elite surviving the Merger as an indirect wholly-owned subsidiary of Solution 6.
At the effective time of the Merger (the "Effective Time"), each outstanding
Share (other than the Elite Common Stock held by stockholders who perfect their
appraisal rights under Delaware law, Shares owned by the Company as treasury
stock and Shares owned by Solution 6) will be converted into the right to
receive $11.00 in cash (the "Merger Consideration"), without interest thereon.
The Merger is subject to a number of conditions including the adoption of the
Merger Agreement by the stockholders of the Company, if required by applicable
law. In the event Solution 6 acquires 90% or more of the outstanding Shares,
Solution 6 would be able to effect the Merger pursuant to the short-form merger
provisions of the Delaware General Corporation Law without prior notice to or
any action by, any other stockholder of Elite. In such event, Solution 6 could,
and intends to, effect the Merger without prior notice to, or any action by, any
other stockholder of the Company.
5
<PAGE> 6
The Merger Agreement provides that promptly upon the acceptance for
payment of, and payment by EIG for, any Shares pursuant to the Offer, EIG shall
be entitled to designate the number of directors on Elite's Board as will give
EIG, subject to compliance with Section 14(f) of the Exchange Act,
representation on the Board equal to at least that number of directors, rounded
up to the next whole number, which is the product of (a) the total number of
directors on the Board (giving effect to the directors elected pursuant to this
sentence) multiplied by (b) the percentage that (i) such number of Shares so
accepted for payment and paid for by EIG plus the number of Shares otherwise
owned by EIG or any other subsidiary of Solution 6 bears to (ii) the number of
such Shares outstanding, and Elite shall, at such time, cause EIG's designees to
be so elected; provided, however, that in the event that EIG designees are
appointed or elected to the Board, until the Effective Time the Board of Elite
shall have at least two directors who are directors on the date of the Merger
Agreement (the "Independent Directors"); and provided further that, in such
event, if the number of the Independent Directors shall be reduced to two for
any reason whatsoever, the remaining Independent Director shall be entitled to
designate a person to fill such vacancy who shall be deemed to be an Independent
Director for purposes of the Merger Agreement or, if no Independent Directors
then remain, the other directors promptly shall designate two persons to fill
such vacancies who shall not be officers, employees, stockholders or affiliates
of Solution 6 or EIG, and such persons shall be deemed to be Independent
Directors for purposes of the Merger Agreement. Subject to applicable law,
Elite has agreed to take all action reasonably requested by Solution 6
necessary to effect any such election. EIG's designees shall be divided
between the classes of directors as necessary to comply with the requirements
of Elite's bylaws. In connection with the foregoing, Elite shall, at the
option of Solution 6, either increase the size of the Board or obtain the
resignation of such number of its current directors as is necessary to enable
Solution 6's designees to be elected or appointed to the Board as provided
above.
The Shares are currently registered under the Exchange Act. Solution 6
intends to seek to cause Elite to apply for termination of registration of the
Shares under the Exchange Act as soon after the completion of the Offer as the
requirements of such termination are met.
Simultaneously with entering into the Merger Agreement Solution 6 and
E IG entered into the Stockholders Agreement with PAR Investment Partners, L.P.,
David A. Finley, Roger Noall, Christopher K. Poole, Alan Rick and William
Seymour (the "Stockholders") who have agreed, among other things, to sell to EIG
all the Shares that he or it beneficially owns at a price per Share equal to the
Merger Consideration. The stockholders have also agreed to tender such Shares in
the Offer at a price per Share equal to the Merger Consideration if directed to
do so by Solution 6. The Stockholders collectively own approximately 22.0% of
all outstanding Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The contents of the cover pages of this Schedule 13D for Solution 6 and
EIG are incorporated by reference into this Item 5. Additionally, since October
14, 1999 Solution 6 purchased the shares of Elite Common Stock set forth below
through BNP Equities (Australia) Limited in broker's transactions.
These shares are held in the name of Linwar Nominees.
6
<PAGE> 7
<TABLE>
<CAPTION>
DATE OF TRANSACTION NUMBER OF SHARES PRICE PER SHARE
------------------- ---------------- ---------------
<S> <C> <C>
November 11, 1999 16,400 $7.36737
November 8, 1999 22,000 $ 7.375
November 5, 1999 1,000 $ 7.375
November 4, 1999 4,100 $ 7.375
November 3, 1999 1,000 $ 7.375
November 2, 1999 2,300 $ 7.375
October 25, 1999 2,000 $ 5.75
October 22, 1999 5,300 $ 5.75
October 20, 1999 1,000 $ 5.75
October 20, 1999 20,000 $ 5.75
October 15, 1999 1,700 $ 5.5743
</TABLE>
No other person is known to have the right to receive or the power to
direct the receipt of dividends from or the proceeds from the sale of, the
shares of Elite Common Stock beneficially owned by Solution 6 and EIG.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The information set forth in Item 2, 4 and 5 is hereby incorporated by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. TITLE OF EXHIBIT
99.A Agreement and Plan of Merger by and among Solution 6, EIG and
Elite dated as of December 14, 1999.(1)
99.B Joint Filing Agreement.(2)
99.C Information regarding the executive officers and directors of
Solution 6 and EIG.(2)
99.D Stockholders Agreement, dated as of December 14, 1999, by and
among Solution 6, EIG, Chris Poole, Par Investment Partners,
L.P., Barry Emerson, Alan Rich, Bill Seymour, David Finley and
Roger Noall.(1)
E(1) Commitment letter dated December 14, 1999 between Warburg Dillion
Read Australia Limited ("WDRAL") and Solution 6.(1)
E(2) Commitment Letter dated December 17, 1999 between WDRAL and
Solution 6.(1)
E(3) Committed Acquisition Bridge Facility Terms Sheet.(1)
- ----------
(1) Previously filed as an exhibit to Elite Information Group, Inc.'s
Schedule 14D-1 filed on December 21, 1999.
(2) Filed herewith.
7
<PAGE> 8
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.
Date: December 22, 1999. SOLUTION 6 HOLDINGS LIMITED
Signature /s/ THOMAS A. MONTGOMERY
---------------------------------
Name: Thomas A. Montgomery
Title: Chief Financial Officer
Date: December 22, 1999. EIG ACQUISITION CORP.
Signature /s/ THOMAS A. MONTGOMERY
---------------------------------
Name: Thomas A. Montgomery
Title: Vice President, Secretary and
Treasurer
8
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. TITLE OF EXHIBIT
- ----------- ----------------
<S> <C>
99.A Agreement and Plan of Merger by and among Solution 6, EIG and
Elite dated as of December 14, 1999.(1)
99.B Joint Filing Agreement.(2)
99.C Information regarding the executive officers and directors of
Solution 6 and EIG.(2)
99.D Stockholders Agreement, dated as of December 14, 1999, by and
among Solution 6, EIG, Chris Poole, Par Investment Partners,
L.P., Barry Emerson, Alan Rich, Bill Seymour, David-Finley and
Roger Noall.(1)
E(1) Commitment Letter dated December 14, 1999 between Warburg Dillion
Read Australia Limited ("WDRAL") and Solution 6.(1)
E(2) Commitment Letter dated December 17, 1999 between WDRAL and
Solution 6.(1)
E(3) Committed Acquisition Bridge Facility Terms Sheet.(1)
- ----------
(1) Previously filed as an exhibit to Elite Information Group, Inc.'s
Schedule 14D-1 filed on December 21, 1999.
(2) Filed herewith.
</TABLE>
<PAGE> 1
EXHIBIT 99.B
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) or
any subsequent filings on Schedule 13G (including amendments thereto) with
respect to the Common Stock, par value $0.01 per share, of Elite Information
Group, Inc. and that this joint Filing Agreement be included as an Exhibit to
such joint filing.
This Joint Filing agreement may be executed in one or more
counterparts, and each such counterpart shall be an original but all of which,
taken together, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
this 16th day of December, 1999.
Date: December 22, 1999. SOLUTION 6 HOLDINGS LIMITED
Signature /s/ THOMAS A. MONTGOMERY
----------------------------------
Name: Thomas A. Montgomery
Title: Chief Financial Officer
Date: December 22, 1999. EIG ACQUISITION CORP.
Signature /s/ THOMAS A. MONTGOMERY
----------------------------------
Name: Thomas A. Montgomery
Title: Vice President, Secretary and
Treasurer
<PAGE> 1
EXHIBIT 99.c
SOLUTION 6 HOLDINGS LIMITED
<TABLE>
<CAPTION>
POSITION WITH
NAME SOLUTION 6 PRINCIPAL OCCUPATION BUSINESS ADDRESS CITIZENSHIP
- -------------------- -------------------- -------------------- -------------------- -----------
<S> <C> <C> <C> <C>
Anthony Cianciolo Corporate Secretary Corporate Secretary Level 21 Australia
of Solution 6 456 Kent Street
Sydney, New South
Wales
Australia
Michael Fitzgerald Director Managing Director of 28 Tabalum Road Australia
Clarkin Assured Systems Clontarf, New South
Australia PTY LTD Wales 2093
Andrew Day Director Chief Executive Building 3 Greenwood Australia
Officer of Pacific Office Park
Access 301 Burwood Highway
BURWOOD VIC 3125
Kent Duston General Manager - General Manager - Level 21 New Zealand
ASP Services ASP Services of 456 Kent Street
Solution 6 Sydney, New South
Wales
Australia
Martin Greenlees General Manager - General Manager of Level 21 Australia
Products Products of Solution 456 Kent Street
6 Sydney, New South
Wales
Australia
David Maire General Manager - General Manager - Level 21 New Zealand
Internet Internet of Solution 456 Kent Street
6 Sydney, New South
Wales
Australia
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
POSITION WITH
SOLUTION 6 HOLDINGS
NAME LIMITED PRINCIPAL OCCUPATION BUSINESS ADDRESS CITIZENSHIP
- -------------------- -------------------- -------------------- -------------------- -----------
<S> <C> <C> <C> <C>
Graham Mirabito Global General Global General Level 21 Australia
Manager- Enterprises Manager- Enterprises 456 Kent Street
of Solution 6 Sydney, New South
Wales
Australia
Thomas A. Montgomery Chief Financial Chief Financial 5220 Spring Valley United States
Office of Solution 6 Office of Solution 6 Road, Suite 600
Holdings Limited Dallas, Texas 75240
Richard McLean Manager and Manager of Solution Level 21 New Zealand
President of 6 and President of 456 Kent Street
Solution 6 North Solution 6 North Sydney, New South
America America Wales
Australia
Brendan Redden Chairman of the Board Chairman of the Level 21 Australia
Board of Solution 6, 456 Kent Street
Chairman of Pracom Sydney, New South
Limited and Chairman Wales
of Mandata Australia
Investments Pty Ltd
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
POSITION WITH
SOLUTION 6 HOLDINGS
NAME LIMITED PRINCIPAL OCCUPATION BUSINESS ADDRESS CITIZENSHIP
- -------------------- -------------------- -------------------- -------------------- -----------
<S> <C> <C> <C> <C>
Robert Lisle Stovold Director Director of the Level 10 Australia
following companies: 167 Macquarie Street
Blackmores Limited, Sydney, New South
Nuance Global Wales
Traders, Port Australia 2000
Douglas Reef Resorts
D C International
Limited Balfours PTY
Limited and Solution
6 Holdings Limited
Chris S. Tyler Managing Director Managing Director Level 21 United States
and Chief Executive and Chief Executive 456 Kent Street
Officer Officer of Solution Sydney, New South
6 Holdings Limited Wales
Australia
Lindsay James Yelland Director GMD Telstra Business Telstra Corp. Australia
Solutions L14/231 Elizabeth
Street
Sydney, New South
Wales
Australia
</TABLE>
<PAGE> 4
EIG ACQUISITION CORP.
<TABLE>
<CAPTION>
POSITION WITH
EIG HOLDINGS
NAME ACQUISITION CORP. PRINCIPAL OCCUPATION BUSINESS ADDRESS CITIZENSHIP
- -------------------- -------------------- -------------------- -------------------- -----------
<S> <C> <C> <C> <C>
Chris Tyler President and Managing Director Level 21 United States
Director and Chief Executive 456 Kent Street
Officer of Solution Sydney, New South
6 Holdings Limited Wales
Australia
Thomas A. Montgomery Vice President, Chief Financial 5220 Spring Valley United States
Secretary and Office of Solution 6 Road, Suite 600
Treasurer Holdings Limited Dallas, Texas 75240
</TABLE>
