<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE 14D-9/A
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
ELITE INFORMATION GROUP, INC.
(Name of Subject Company)
ELITE INFORMATION GROUP, INC.
(Title of Person Filing Statement)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Name of Class of Securities)
111433108
(CUSIP Number of Class of Securities)
Christopher K. Poole
Chairman and Chief Executive Officer
Elite Information Group, Inc.
5100 West Goldleaf Circle
Los Angeles, California 90056
(323) 642-5200
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person Filing Statement)
Copies to:
PATRICK S. BRYANT
ROBINSON, BRADSHAW & HINSON, P.A.
1900 Independence Center
101 North Tryon Street
Charlotte, North Carolina 28246
(704) 377-2536
================================================================================
<PAGE> 2
ITEM 1. SECURITY AND SUBJECT COMPANY
The name of the subject company is Elite Information Group, Inc., a
Delaware corporation (the "Company"), and the address of the principal executive
offices of the Company is 5100 West Goldleaf Circle, Los Angeles, California
90056. The title of the class of equity securities to which this Statement
relates is the common stock, $.01 par value per share (the "Shares"), of the
Company.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following text thereto:
In a letter dated May 10, 2000, the Company exercised its
right to terminate the Merger Agreement, pursuant to Section
9.1(d)(i) of the Merger Agreement. Accordingly, the Offer and
Merger have been abandoned. On May 11, 2000, the Company and
Solution 6 Holdings Limited issued a press release regarding
termination of the Merger Agreement, a copy of which is
attached hereto as Exhibit 9 and is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented to add a new Exhibit as
follows:
Exhibit 9 - Press Release issued by the Company and Solution 6
Holdings Limited on May 11, 2000.
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.
ELITE INFORMATION GROUP, INC.
By: /S/ Christopher K. Poole
Name: Christopher K. Poole
Title: Chairman and Chief Executive Officer
Date: May 22, 2000
<PAGE> 1
EXHIBIT 9
PRESS RELEASE
SOLUTION 6 HOLDINGS AND ELITE INFORMATION GROUP INC. CALL OFF MERGER
LOS ANGELES--(BUSINESS WIRE)--May 11, 2000 -- Elite Information Group, Inc.
(Nasdaq: ELTE) and Solution 6 Holdings Limited (ASX:SOH) today jointly announced
that the tender offer by Solution 6 for Elite's common stock expired at 5:00
p.m. ET May 10, 2000 and that Elite has exercised its right to terminate the
pending merger agreement.
As previously announced, the FTC's Bureau of Competition has advised the parties
that it will recommend that the Commission challenge the transaction if the
parties continue to pursue the merger. Although the parties disagree with the
FTC's conclusions, they have decided not to prolong discussions further with the
FTC in light of the Commission's continuing opposition to the transaction.
Chris Poole, CEO of Elite commented, "It has been almost six months since we
announced the merger. We regret that the FTC has taken this position, but it is
time to remove the distraction of the FTC review and focus all of our attention
on pursuing our business plan and focus on our customers."
Chris Tyler, CEO of Solution 6 added, "We are disappointed with the FTC's
position and regret that the two companies were not able to join forces to bring
continuing innovation to the professional services market."
Solution 6 Holdings Limited also announced that it has been informed by
Citibank, N.A., the depositary for the tender offer, that as of 5:00 p.m. on
Wednesday, May 10, 2000, 5,483,653 shares of common stock had been tendered and
not withdrawn pursuant to the tender offer. The shares so deposited on behalf of
Elite's stockholders will be promptly returned.
