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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. 2)
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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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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,
and as subsequently amended, 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 10. ADDITIONAL INFORMATION.
Item 10 of the Schedule 14D-1 is hereby amended and supplemented by
adding the following text thereto:
On January 20, 2000, the Company issued a press release, a copy of
which is attached hereto as Exhibit (a)(9) and is incorporated by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add a new Exhibit as
follows:
(a)(9) Press Release issued by the Company on January 20, 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: February 4, 2000
EIG ACQUISITION CORP.,
a Delaware corporation
By: /s/ Thomas A. Montgomery
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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) (9) Press Release issued by the Company on January 20, 2000.
</TABLE>
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EX-99.(A)(9)
Press Release issued by the Company on January 20, 2000.
SOLUTION 6 HOLDINGS LIMITED ANNOUNCES EXTENSION OF TENDER OFFER
FOR ELITE INFORMATION GROUP INC. COMMON STOCK
NEW YORK--(BUSINESS WIRE)--Jan. 20, 2000 -- Solution 6 Holdings Limited
(ASX:SOH) today announced the extension of the expiration date of the previously
announced $11.00 per share cash tender offer by Solution 6 Holdings Limited's
subsidiary, EIG Acquisition Corp. ("EIG"), for all outstanding shares of Elite
Information Group, Inc. (Nasdaq: ELTE). As extended, the offer will expire at
5:00 p.m. New York City time, on Thursday, February 10, 2000.
The expiration date is being extended to provide the Federal Trade Commission
(the "FTC") time to complete its review of the proposed merger. The expiration
date will be further extended if necessary to provide the FTC adequate time to
complete such review and approval.
The tender offer remains conditioned upon, among other things, the tender of at
least a majority of the shares of Elite's common stock outstanding on a fully
diluted basis and the expiration of any applicable waiting period under the
Hart-Scott-Rodino Act.
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
Thursday, January 20, 1999 approximately 4,910,253 shares of common stock had
been tendered and not withdrawn pursuant to the tender offer. This constitutes
approximately 54% of Elite's outstanding shares on a fully diluted basis as of
commencement of the tender offer. This amount excludes an additional 2,001,588
(comprising 1,683,922 shares and 317,666 options) or approximately 22% of the
outstanding shares of Elite on a fully diluted basis that EIG can cause certain
stockholders to tender pursuant to a stockholders agreement.
