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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. 8)
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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 May 8, 2000, the Company issued a press release, a copy of which is
attached hereto as Exhibit (a)(15) and is incorporated by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 12 is hereby amended and supplemented to add a new Exhibit as
follows:
(a)(15) Press Release issued by the Company on May 8, 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: May 8, 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
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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>
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EXHIBIT
NUMBER DESCRIPTION
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(a) (15) Press Release issued by the Company on May 8, 2000.
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EX-99.(A)(15)
Press Release issued by the Company on May 8, 2000.
SOLUTION 6 HOLDINGS LIMITED EXTENDS TENDER OFFER
FOR ELITE INFORMATION GROUP INC. COMMON STOCK
NEW YORK -- (BUSINESS WIRE) -- May 8, 2000 -- Elite Information Group, Inc.
(Nasdaq: ELTE) and Solution 6 Holdings Limited (ASX:SOH) today jointly announced
that Solution 6 has further extended the expiration date of its previously
announced $11.00 per share cash tender for all of Elite's outstanding common
stock. As extended, the offer will expire at 5:00 p.m. New York City time, on
Wednesday, May 10, 2000. Elite and Solution 6 have agreed not to terminate the
pending merger agreement without cause prior to the expiration of the offer as
extended.
On April 28, 2000, the Federal Trade Commission's Bureau of Competition advised
the parties that it intends to recommend that the Commission challenge the
transaction. Although the Bureau of Competition remains opposed to the
transaction, the parties have agreed to extend the offer to continue discussions
in an effort to address the Commission's concerns.
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
Friday, May 5, 2000, 5,441,853 shares of common stock had been tendered and not
withdrawn pursuant to the tender offer. This constitutes approximately 59.7% 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 (comprised of
1,683,922 shares and 317,666 options) or approximately 22% of the outstanding
shares of Elite on a fully diluted basis that Solution 6 can cause certain
stockholders to tender pursuant to a stockholders agreement.
Note: This press release contains certain statements that are, or may be,
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933,
as amended, that represent Elite's expectations or beliefs concerning future
events. Such forward-looking statements are about matters that are inherently
subject to risks and uncertainties. Factors that could influence the matters
discussed in, and cause actual results to vary materially from any results
expressed or implied by, such forward-looking statements include the timing and
nature of the FTC's review of, position regarding, and possible challenge to,
Elite's pending merger with Solution 6 and the ultimate disposition of the
pending merger. Certain of these factors of risk are also detailed in Elite's
SEC reports, including the Report on Form 10-K for the year ended December 31,
1999.
