SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
Tender Offer Statement Under Section 14(D)(1)
Or 13(E)(1) of the Securities Exchange Act of 1934
(Amendment No. 2 - Final Amendment)
CSI COMPUTER SPECIALISTS, INC.
(Name of Subject Company)
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Interactive Systems, Inc.
Mr. Donald C. Weymer
(Name of Filing Person -- Offeror)
Common Stock, Par Value $0.001 Per Share
(Title of Classes of Securities)
12631103
(CUSIP Number of Class of Securities)
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Robert V. Windley
CSI Computer Specialists, Inc.
904 Wind River Lane, Suite 100
Gaithersburg, Maryland 63101
(301) 921-8860
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of
the person filing statement)
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With a copy to:
Denise R. Brown, Esq.
Shaw Pittman
2300 N Street, N.W.
Washington, DC 20037
(202) 663-8000
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$2,520,888 $504.18
* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 2,520,888 shares of common stock, par value
$0.001 per share (the "Common Shares"), at a price per Common Share of $1.00
cash. Such number of Common Shares represents the fully diluted number of
Common Shares outstanding as of April 24, 2000, less the number of Common
Shares already beneficially owned by Mr. Donald C. Weymer, Interactive
Systems, Inc.'s Chief Executive Officer, President, a Director and 98%
shareholder.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $504.18 Filing Party: Interactive Systems, Inc.
Form or Registration No.: Schedule TO Date Filed: April 26, 2000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [X]
<PAGE>
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This Amendment No. 2 (the "Final Amendment") amends and supplements the Tender
Offer Statement on Schedule TO filed by Interactive Systems, Inc. ("ISI") on
April 26, 2000, as amended by Amendment No. 1 filed by ISI and Mr. Donald C.
Weymer on May 11, 2000 (as amended, the "Schedule TO"), relating to the offer by
ISI to purchase all of the outstanding shares of Common Stock, par value $0.001
per share (the "Common Shares"), of CSI Computer Specialists, Inc. (the
"Company") at a purchase price of $1.00 per Common Share, net to the seller in
cash (less any required withholding taxes), upon the terms and subject to the
conditions set forth in the offer to purchase, dated April 26, 2000 (the "Offer
to Purchase") and in the related letter of transmittal (the "Letter of
Transmittal," which, together with the Offer to Purchase, as amended or
supplemented from time to time, collectively constitute the "Offer"), copies of
which were previously filed as Exhibits (a)(1) and (a)(2) to the Schedule TO.
Capitalized terms not defined herein have the meanings assigned thereto in the
Schedule TO, including the Offer to Purchase.
ITEMS 1 THROUGH 9, 11 AND 13.
Items 1 through 9, 11 and 13 of the Schedule TO, which are incorporated
by reference to the information contained in the Offer to Purchase, are hereby
amended as follows:
The Offer expired at 5:00 p.m., Eastern Time, on Wednesday, May 24,
2000. Pursuant to the Offer, based on a report from the Depositary for the
Offer, ISI and Mr. Donald C. Weymer accepted for payment 2,313,616 Common
Shares. This number, together with the Common Shares that Mr. Weymer already
beneficially owns, represents approximately 94% of the outstanding Common
Shares. On May 25, 2000, ISI and the Company issued a press release announcing
the closing of the Offer.
The full text of the May 25, 2000 press release is attached hereto as
Exhibit (a)(9) and incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to include the following:
(a)(9) Text of press release jointly issued by ISI and the Company,
dated May 25, 2000.
<PAGE>
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.
INTERACTIVE SYSTEMS, INC.
By /s/ DONALD C. WEYMER
Name: Donald C. Weymer
Title: President and Chief Executive Officer
MR. DONALD C. WEYMER
/s/ DONALD C. WEYMER
Dated: May 25, 2000
EXHIBIT INDEX
(a)(9) Text of press release jointly issued by ISI and the Company,
dated May 25, 2000.
EXHIBIT (a) (9)
Interactive Systems, Inc. Completes Tender Offer for
CSI Computer Specialists, Inc.
Common Stock
Arlington, Virginia and Gaithersburg, Maryland, May 25, 2000 --
Interactive Systems, Inc. ("ISI") and CSI Computer Specialists, Inc. (OTCBB:
CSIS) today announced that ISI has completed its cash tender offer for all of
the outstanding shares of common stock (the "Common Shares") of CSI Computer
Specialists, Inc. not already owned by Mr. Donald C. Weymer, ISI's founder,
Chief Executive Officer, President, a Director and majority shareholder, at a
price of $1.00 per share. The tender offer expired, as scheduled, at 5:00 p.m.,
Eastern Time, on Wednesday, May 24, 2000. ISI has been advised by the Depositary
for the tender offer that, as of the expiration of the tender offer, 2,313,616
Common Shares had been validly tendered and not withdrawn pursuant to the tender
offer (including 933,105 Common Shares tendered pursuant to the procedures for
guaranteed delivery). This number, aggregated with the number of Common Shares
Mr. Weymer already owns, represents approximately 94% of the outstanding Common
Shares. Cash payments for the Common Shares are expected to commence promptly.
CSI Computer Specialists, Inc. is a provider of a full range
of computer hardware services, including sales and maintenance of mainframe and
mid-range computer equipment and parts, network design and installation,
computer upgrades, and installation and de-installation of equipment. The
Company provides its services to commercial customers, agencies of federal,
state and local governments, and universities, hospitals, and associations in
the Mid-Atlantic region of the United States, including West Virginia, Virginia,
Maryland, the District of Columbia, New Jersey, New York, Connecticut,
Pennsylvania, and in Illinois and California.
ISI is a national provider of enterprise infrastructure management
services. ISI provides information technology outsourcing, enterprise systems
management and not-for-profit solutions to commercial and non-profit
organizations.
