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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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CONCENTREX INCORPORATED
(Name of Subject Company)
CONCENTREX INCORPORATED
(Name of Person Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
20589S105
(Cusip Number of Class of Securities)
MATTHEW W. CHAPMAN
CHIEF EXECUTIVE OFFICER AND CHAIRMAN
400 SW SIXTH AVENUE, 2ND FLOOR
PORTLAND, OREGON 97204
(503) 274-7280
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of person filing this statement)
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Copy To:
RONALD L. GREENMAN
TONKON TORP LLP
1600 PIONEER TOWER
888 SW FIFTH AVENUE
PORTLAND, OREGON 97204
(503) 221-1440
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 1 amends and supplements the Schedule 14D-9 (the
"Schedule 14D-9") filed with the Securities and Exchange Commission on July 21,
2000, by Concentrex Incorporated, an Oregon corporation ("Concentrex" or the
"Company"). The Schedule 14D-9 relates to the offer by JH Acquisition Corp., an
Oregon corporation (the "Buyer" or the "Offeror") and a wholly owned subsidiary
of John H. Harland Company, a Georgia corporation ("Harland" or "Parent") to
purchase all the outstanding shares of common stock, no par value (the
"Shares"), of Concentrex at a purchase price of $7.00 per Share, net to the
seller in cash, less any required withholding taxes and without interest thereon
(the "Offer Price"), upon the terms and subject to the conditions set forth in
the related offer to purchase dated July 21, 2000 (the "Offer to Purchase"), and
in the related letter of transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). The filing of this
Amendment No. 1 should not be construed as a concession by Concentrex that the
information provided in the original Schedule 14D-9 is materially amended
herein.
ITEMS 3 through 5 and ANNEX A
Items 3 through 5 and ANNEX A of the Schedule 14D-9 are hereby amended
as follows:
1. The section entitled "General" under "Past Contacts,
Transactions, Negotiations and Arrangements" on page 1 is
hereby supplemented by adding the following paragraphs:
"Each of the Tendering Stockholders is an executive
officer of the Company. The Tender Agreements provide that the
Tendering Stockholders (i) except as consented to in writing
by Harland in its sole discretion, will not, directly or
indirectly, sell, transfer, assign, pledge, hypothecate or
otherwise dispose of or limit their right to vote in any
manner any of the Committed Shares, or agree to do any of the
foregoing, and (ii) will not take any action which would have
the effect of preventing or disabling the Tendering
Stockholders from performing their obligations under the
Tender Agreement.
In addition, during the term of the Tender
Agreements, neither the Tendering Stockholders nor any person
acting as an agent of the Tendering Stockholders or otherwise
on the Tendering Stockholders' behalf shall, directly or
indirectly, solicit, encourage or initiate negotiations with,
or provide any information to (except as permitted under the
Merger Agreement), any corporation, partnership, person or
other entity or group (other than Harland or an affiliate or
an associate of Harland) concerning any sale, transfer, pledge
or other disposition or conversion of the Committed Shares.
The Tendering Stockholders agreed to immediately cease and
cause to be terminated any existing activities, discussions or
negotiations with any parties with respect to any of the
foregoing. The Tendering Stockholders also agreed to notify
the Offeror immediately if any party contacts the Tendering
Stockholders following the date of the Tender Agreements
(other than the Offeror or an affiliate or associate of the
Offeror) concerning any sale, transfer, pledge or other
disposition or conversion of the Committed Shares."
2. The section entitled "Stock Options" under "Past Contacts,
Transactions, Negotiations and Arrangements" on page 2 is
hereby supplemented by adding the following:
"The total number of options that would vest under this
provision of the Merger Agreement is approximately 550,633,
none of which are held by directors or executive officers of
the Company. Under the
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terms of the Merger Agreement, the aggregate amount that would
be paid to the Company's option holders for options is
approximately $906,726, of which $206,260 is attributable to
such acceleration.
3. The section entitled "Past Contacts, Transactions,
Negotiations and Arrangements" is hereby supplemented by
adding the following paragraph after the third full paragraph
on page 2:
"Agreements. The Company retained Allen & Company as
its financial advisor in connection with the Offer and the
Merger. See Item 5 herein for a summary of the Company's
engagement with Allen & Company."
4. The first sentence of the section entitled "Recommendations of
the Board" on page 2 is hereby amended and restated to read in
its entirety as follows:
"At a meeting held on July 14, 2000, the Board (1) approved
and adopted the Offer and the Merger Agreement, (2) declared
the Merger to be advisable and determined that the terms of
the Offer and the Merger are, the Board believed, fair to and
in the best interests of, holders of Shares and (3) determined
to recommend that the holders of Shares accept the Offer and
tender their Shares pursuant to the Offer.
5. The third full paragraph of the section entitled "Background
of the Offer" on page 3 is hereby amended and restated to read
in its entirety as follows:
"In late January, 2000, Parent's Chief Executive
Officer, Timothy C. Tuff, had a conversation with the
Company's Chairman and Chief Executive Officer, Matthew W.
Chapman. They discussed the business direction of the two
companies, potential synergies, and the possibility of a
transaction between Parent and the Company. The potential
synergies discussed included improved financial flexibility,
operating synergies in branch automation, cross-selling
opportunities from a combined customer base, the creation of a
leading integrated financial institution software provider and
improved visibility in the investment community. At the
conclusion of the conversation, Mr. Chapman stated that
Concentrex was committed to an independent path but that he
would consider the discussion."
6. The fourteenth full paragraph of the section entitled
"Background of the Offer" on page 3 is hereby amended and
restated to read in its entirety as follows:
"On June 16, 2000, Mr. Ashany called Mr. Chu and stated that
the Company was interested in meeting with Parent to discuss
the potential acquisition of the Company by Parent. The
rationale behind the Company's interest was as follows.
During May and early June, 2000, the Company had considered
alternatives for resolution of its financial condition,
including the feasibility of selling only its Internet sales
division. During this period, Mr. Ashany had regular informal
contact with several members of the Company's senior
management group and board of directors, discussing the
Company's strategies and options for addressing its financial
condition. During the course of these discussions, it appeared
that the strategy of selling only the Company's Internet
division was risky, as potential buyers that had been
contacted in this respect did not demonstrate an expedient
interest in acquiring the Company's Internet division. The
Company then determined that a sale of the entire Company was
potentially the most attractive means of maximizing value for
its shareholders. Given Parent's proactive interest in
exploring an acquisition of the Company, Mr. Ashany contacted
Mr. Chu as described above. Allen & Company also began to
contact potential acquirers at this time. Three of these
potential acquirers executed confidentiality agreements and
began receiving financial information from the Company.
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Ultimately, the board of directors concluded that none of
these potential acquirers could proceed expeditiously enough,
relative to Parent, so as to address the Company's financial
condition.
7. The second sentence of the seventeenth full paragraph of the
section entitled "Background of the Offer" on page 4 is hereby
amended and restated to read in its entirety as follows:
"Mr. Ashany expressed an increasing urgency to the timing of
the discussions because the Company was in default under its
loan covenants."
8. The third sentence of the twentieth full paragraph of the
section entitled "Background of the Offer" on page 4 is hereby
amended and restated to read in its entirety as follows:
"Also on July 14, 2000, the board of directors of the Company
met and (i) determined that the Merger Agreement, the Tender
Agreements and the transactions contemplated thereby,
including the Offer and the Merger, are, the Board believed,
advisable and are fair to, and in the best interests of, the
stockholders of the Company, (ii) approved the Offer and the
Merger and (iii) recommended that stockholders of the Company
accept the Offer and tender their Shares to the Offeror."
9. The eleventh bullet point under the section entitled "Reasons
for Recommendation" on page 5 is hereby amended and restated
to read in its entirety as follows:
"The limited circumstances in which the Company would
be required to pay the break-up fee of $3 million under the
terms of the Merger Agreement if the transaction does not
close."
10. The twelfth bullet point under the section entitled "Reasons
for Recommendation" on page 5 is hereby supplemented by adding
the following:
"At the time the Company was in default under its loan
covenants with its lenders. Accordingly, the precise
additional capital requirements of the Company for such
quarters would depend, among other factors, on the level of
sales and collections, and whether the Company's lenders
exercised certain remedies available, including, without
limitation, acceleration of all outstanding indebtedness under
the loan agreements totaling approximately $69.6 million on
June 30, 2000."
11. The first full paragraph under the section entitled
"Persons/Assets, Retained, Employed or to be Compensated" on
page 5 is hereby supplemented by adding the following sentence
after the second sentence:
"The parties estimate that such fee will be approximately
$2.5 million."
12. The fifth full paragraph of ANNEX A is hereby amended and
restated to read as follows:
"The information contained in the Information Statement
(including information incorporated by reference) concerning
Parent and Buyer and the Parent Designees (as defined herein)
has been taken from, or is based upon, publicly available
documents on file with the
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Securities and Exchange Commission and other public sources,
and information provided by Parent and Buyer. Although the
Company has no knowledge that would indicate that any of such
information, or that any statement based upon such documents
or sources, is untrue, the Company cannot take responsibility
for the accuracy or completeness of the information concerning
Parent, Buyer or the Parent Designees supplied from such
sources or from any failure by Parent or Buyer to disclose
events which may have occurred and may affect the significance
or accuracy of such information but which are unknown to the
Company."
13. The second paragraph under the section entitled "EMPLOYMENT
CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS" on page A-13 is hereby supplemented by adding
the following:
"With respect to each such agreement, the severance and other
benefits will be triggered by the Merger if, within three
years after the Merger, the executive officer is terminated or
if the officer terminates his or her employment after certain
aspects of that officer's position change, including a change
in job title, responsibilities, reduction in compensation or
benefits, or a job relocation, as defined in the agreement. If
all such executive officers were terminated as described
above, the aggregate amount to be paid as a result would be
approximately $9 million."
14. The fourth paragraph under the section entitled "CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS" on page A-13 of ANNEX
A is hereby supplemented by adding the following:
"The Merger would constitute a change of control under the
terms of the Agreement and the aggregate amount the Company
would have to pay to the Culverin shareholders is
approximately $1.5 million."
15. The section entitled "Additional Information" is supplemented
by adding the following heading and paragraph on page 7 at the
end of such section:
"Regulatory Approvals. On August 2, 2000, early termination of
the 15 day waiting period applicable to the Offer under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), was granted by the Federal Trade
Commission. The early termination or the expiration of the
waiting period under the HSR Act was a condition of the Offer,
and such condition has now been satisfied."
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SIGNATURE
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.
CONCENTREX INCORPORATED
By: /s/ JEFFREY P. STRICKER
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Name: Jeffrey P. Strickler
Title: Vice President and
General Counsel
Date: August 10, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Name
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<S> <C>
+(1) Offer to Purchase dated July 21, 2000.
+(2) Form of Letter of Transmittal.
+(3) Agreement and Plan of Merger, dated as of July 17, 2000,
among Parent, Buyer and the Company.
+(4) Form of Tender Agreement, dated as of July 17, 2000,
between each of the Tendering Stockholders, Buyer and
Parent.
+(5) The sections under the headings "EXECUTIVE COMPENSATION,"
"EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS," and "CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS" from the Company's Proxy
Statement dated April 17, 2000.
+(6) Text of press releases issued by Parent and the Company
dated July 21, 2000.
+(7) Letter to Stockholders of the Company dated July 21, 2000.
+(8) Information Statement dated July 21, 2000 (included as
Annex A hereto and incorporated herein by reference
thereto).
+(9) Opinion of Allen & Company (included as Annex B hereto and
incorporated herein by reference thereto).
</TABLE>
+ Previously filed.
