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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. 2)
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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. 2 amends and supplements the Schedule 14D-9 (the
"Schedule 14D-9") filed with the Securities and Exchange Commission (the
"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 ("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.2 should not be construed as a
concession by Concentrex that the information provided in the original Schedule
14D-9, or Amendment No. 1 thereto filed with the Commission on August 10, 2000,
is materially amended herein.
ITEM 4 and ANNEX A
Item 4 and ANNEX A of the Schedule 14D-9 are hereby amended as follows:
1. 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. The
Company was concerned about its financial condition because it
believed that it would be in default under its loan covenants
as of July 1, 2000 and its lenders had indicated an
unwillingness to restructure the Company's debt except under
onerous terms. During May and June, 2000, the Company had
considered alternatives for resolution of its financial
condition, including the feasibility of selling only its
Internet sales division or restructuring its debt. 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. Mr. Ashany communicated
nearly daily with Mr. Chapman and senior management via
telephone about the progress of talks with potential
acquirers. 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. It
appeared the Company did not have the alternative of
restructuring its debt because of the Company's recent
performance and the timing of cash availability. On June 8,
2000, the Company's board of directors met by telephone
conference. During that meeting Mr. Ashany reviewed with the
board the status of the attempts to sell only the Internet
division and the Company's financial condition. The Company
then determined that a relatively quick sale of the entire
Company was potentially the most attractive means of
maximizing value for its shareholders because the Company's
bargaining position was likely to weaken as its financial
condition became more distressed. 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 other potential acquirers at this time.
Of the eight companies contacted, three of these potential
acquirers executed confidentiality agreements and began
receiving financial information from the Company. None of
these companies
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indicated that it was prepared to submit a bid quickly for
acquiring the Company. 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.
2. 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 Securities and Exchange Commission
and other public sources, and information provided by Parent
and Buyer. 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. Any failure by the
Parent or Buyer to update such information, or 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, may affect the accuracy
or completeness of the information concerning Parent, Buyer or
the Parent Designees supplied from such sources."
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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. STRICKLER
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Name: Jeffrey P. Strickler
Title: Vice President and
General Counsel
Date: August 16, 2000
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EXHIBIT INDEX
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Exhibit No. Exhibit Name
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+(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).
+ Previously filed.
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