<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
and
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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ELITE INFORMATION GROUP, INC.
(Name of Subject Company [Issuer])
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EIG ACQUISITION CORP.,
an indirect wholly-owned subsidiary of
SOLUTION 6 HOLDINGS LIMITED
(Bidders)
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Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
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28659M
(CUSIP Number of Class of Securities)
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Copy To:
EIG Acquisition Corp. Richard F. Dahlson, Esquire
Town Hall House Jackson Walker L.L.P.
Level 21, 456 Kent Street 901 Main Street, Suite 6000
Sydney, New South Wales Dallas, Texas 75202-3797
Australia 2000 Telephone: (214) 953-6000
Telecopier No.: 011-612-9278-0702 Telecopier No.: (214) 953-5722
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
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CUSIP No. 111433108 14D-1/A & 13D/A Page 2 of 8 Pages
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1 Name of Reporting Person; IRS Identification Number
Solution 6 Holdings Limited ("Solution 6")
Tax I.D. Number: Not Applicable
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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 (See Instructions)
Other (00)
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5 Check 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
New South Wales, Australia
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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.
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9 Sole Dispositive Power
147,200
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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.
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,148,788
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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13 Percent of Class Represented by Amount in Row (11)
23.6%
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14 Type of Reporting Person
Corporation (CO)
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CUSIP No. 111433108 14D-1/A & 13D/A Page 3 of 8 Pages
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1 Name of Reporting Person; IRS Identification Number
EIG Acquisition Corp.;
Tax I.D. Number: 75-2850905
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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 (See Instructions)
Other (00)
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5 Check 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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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
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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.
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,001,588
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
22.0%
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14 Type of Reporting Person
Corporation (CO)
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<PAGE> 4
EIG Acquisition Corp., a Delaware corporation (the "Purchaser") and an indirect
wholly-owned subsidiary of Solution 6 Holdings Limited, a New South Wales,
Australia corporation (the "Parent"), and Parent hereby amend and supplement
their Tender Offer Statement on Schedule 14D-1 originally filed on December 21,
1999 and their Schedule 13D originally filed on December 23, 1999 (collectively,
the "Statement") with respect to an offer (the "Offer") to purchase by the
Purchaser all of the issued and outstanding shares of the common stock, par
value $.01 per share, of Elite Information Group, Inc., a Delaware corporation
(the "Company"), on the terms and subject to the conditions set forth in the
Offer to Purchase, dated December 21, 1999. Capitalized terms not defined herein
have the meanings assigned thereto in the Statement.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Items 4(a) and (b) of the Schedule 14D-1 are hereby amended and
supplemented by restating the first sentence of the first paragraph of Section
10 "Source and Amount of Funds" of the Offer to Purchase incorporated therein by
reference as follows:
"The Purchaser estimates that the amount of funds required to purchase
all outstanding Shares pursuant to the Offer, to pay cash to holders of
Stock Options pursuant to the Merger Agreement and to pay fees and expenses
related to the Offer will be approximately US$110 million."
Items 4(a) and (b) of the Schedule 14D-1 are hereby further amended and
supplemented by restating the fourth paragraph of Section 10 "Source and Amount
of Funds" of the Offer to Purchase incorporated therein by reference as follows:
"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 (approximately US$6.6 million), on most of Parent's assets,
proceeds from the issuances of Parent's securities, proceeds from any sale
of the Shares or the Company's assets once the acquisition of the Company
has been completed."
Items 4(a) and (b) of the Schedule 14D-1 are hereby further amended and
supplemented by restating the third sentence of the fifth paragraph of Section
10 "Source and Amount of Funds" of the Offer to Purchase incorporated therein by
reference as follows:
"A restructure fee in the amount of US$78,000 was also payable by
Parent in connection with an amendment to the facility on December 17,
1999."
Items 4(a) and (b) of the Schedule 14D-1 are hereby further amended and
supplemented by restating the sixth paragraph of Section 10 "Source and Amount
of Funds" of the Offer to Purchase incorporated therein by reference as follows:
"As required as a condition to the Facility, Parent undertook a private
placement of A$120 million (approximately US$79.2 million) of its ordinary
shares at a price of A$9.75 (approximately US$6.44) per share (the
"Private Placement"). Subscriptions for A$120 million (approximately
US$79.2 million) were received on December 17, 1999 with settlement
occuring on December 22, 1999.
Items 4(a) and (b) of the Schedule 14D-1 are hereby further amended and
supplemented by restating the first sentence of the eighth paragraph of Section
10 "Source and Amount of Funds" of the Offer to Purchase incorporated therein by
reference as follows:
"Additionally, if the transaction involving a specific potential
acquisition candidate 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."
Items 4(a) and (b) of the Schedule 14D-1 are hereby further amended and
supplemented by restating the second and third sentences of the ninth paragraph
of Section 10 "Source and Amount of Funds" of the Offer to Purchase incorporated
therein by reference as follows:
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"All loan and security documentation must be completed to WDRAL's
satisfaction, the fees described above must have been paid and Parent must
have received at least A$50 million (approximately US$33.0 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 million
(approximately US$33.0 million) has been received by the Parent."
Items 4(a) and (b) of the Schedule 14D-1 are hereby further amended and
supplemented by restating subsection 8 of the tenth paragraph of Section 10
"Source and Amount of Funds" of the Offer to Purchase incorporated therein by
reference as follows:
"(8) Parent has agreed to restrictions on further acquisitions in
excess of A$5 million (approximately US$3.3 million) in the aggregate
(except as reasonably agreed to by WDRAL);"
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented by
restating the second sentence of the first paragraph of Section 14 "Certain
Conditions of the Offer" of the Offer to Purchase incorporated therein by
reference as follows:
"Furthermore, notwithstanding any other term of the Offer or the Merger
Agreement, the Purchaser shall not be required to accept for payment, or
subject as aforesaid, pay for any Shares not theretofore accepted for
payment or paid for, and may terminate or amend the Offer, (i) with the
consent of the Company or (ii) if, at any time on or after the date of the
Merger Agreement and prior to the Expiration Date, any of the following
conditions exists:"
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented by
adding the following to the Offer to Purchase incorporated therein by reference:
"The Company has informed Parent and the Purchaser that a class action
complaint has been filed in the Superior Court of the State of California,
County of Los Angeles against the Company, Parent and certain directors of
the Company. The complaint alleges, among other things, certain breaches of
fiduciary duties of the Company and its board of directors and the aiding
and abetting of such breaches of fiduciary duties by Parent. Parent intends
to defend vigorously against these allegations and any others.
The Federal Trade Commission (the "FTC") has requested additional
information and documentary material in connection with its review of the
proposed Merger. This request will result in an extension of the waiting
period under the HSR Act. The Company, Parent and Purchaser intend to
respond promptly to the FTC request."
Item 10 of the Schedule 14D-1 is hereby further amended and supplemented by
adding the following text thereto:
On January 6, 2000, the Company issued a press release, a copy of which
is attached hereto as Exhibit (a)(8) and is incorporated by reference.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add a new Exhibit as
follows:
(a)(8) Press Release issued by the Company on January 6, 2000.
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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: January 7, 2000
EIG ACQUISITION CORP.,
a Delaware corporation
By: /s/ Thomas A. Montgomery
-------------------------------------
Name: Thomas A. Montgomery
---------------------------------
Title: Vice President, Treasurer and
Secretary
---------------------------------
SOLUTION 6 HOLDINGS LIMITED,
a New South Wales, Australia corporation
By: /s/ Thomas A. Montgomery
-------------------------------------
Name: Thomas A. Montgomery
---------------------------------
Title: Chief Financial Officer
---------------------------------
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
(a) (8) Press Release issued by the Company on January 6, 2000.
</TABLE>
<PAGE> 1
EX-99.(A)(8)
Press Release issued by the Company on January 6, 2000.
ELITE INFORMATION GROUP ANNOUNCES
FTC RESPONSE TO HART-SCOTT-RODINO FILING
AND
FILING OF CLASS ACTION LAWSUIT
LOS ANGELES - (Business Wire) January 6, 2000--Elite Information Group, Inc.
(NASDAQ: ELTE) today announced that the Federal Trade Commission (FTC) has
requested additional information and documentary material in connection with its
review of the proposed merger between Elite and a subsidiary of Solution 6
Holdings Limited (ASX: SOH). The FTC request will result in an extension of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Elite
intends to respond promptly to the FTC request.
This announcement follows the announcement by Solution 6 and Elite on December
15, 1999 that they had entered into a merger agreement providing for the
acquisition of all outstanding shares of Elite's common stock by a Solution 6
subsidiary in a cash tender offer of U.S.$11.00 per share.
Elite also announced today that the San Diego office of the law firm of Milberg
Weiss Bershad Hynes & Lerach LLP has filed a complaint in Los Angeles County
Superior Court against Elite, its directors, and Solution 6. The complaint was
filed as a purported class action on behalf of holders of Elite common stock.
The complaint alleges that Elite's Board of Directors, by entering into a merger
agreement with Solution 6 and its subsidiary, violated their fiduciary duties to
Elite stockholders. Elite believes that the plaintiff's claims are without
merit, and intends to defend the action vigorously.
ABOUT ELITE
Elite Information Systems, Inc., a wholly owned subsidiary of Elite Information
Group, Inc., is an international provider of a comprehensive suite of financial
and practice management products, which includes integrated time and billing,
general ledger and accounts payable. Elite's target markets include legal,
accounting, consulting, public relations, financial services, actuarial,
government, software, security, insurance, market research and systems
integration.
