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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
................................................................................
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
VIASOFT, INC.
(Name of Subject Company)
ASG SUB, INC.
ALLEN SYSTEMS GROUP, INC.
(Name of Filing Persons--Offeror)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
92552U102
(CUSIP Number of Class of Securities)
................................................................................
Kristine Kennedy Rieger, Esq.
Senior Vice President, Secretary and General Counsel
Allen Systems Group, Inc.
1333 Third Avenue South
Naples, Florida 34102
(800) 932-5536
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
................................................................................
Copy to:
Robert E. McLaughlin, Esq.
Steptoe & Johnson LLP
1330 Connecticut Avenue, N.W.
Washington, D.C. 20036
Telephone: (202) 429-3000
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Calculation of Filing Fee
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<S> <C>
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Transaction valuation Amount of filing fee
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Not Applicable Not Applicable
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[ ] Check the 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: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[X] 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:
[ ] 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: [ ]
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Exhibit 99.1
JOINT
NEWS RELEASE
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For Further Information
Investor Hotline
Allen Systems Group, Inc.
1-800-932-5536
ALLEN SYSTEMS GROUP, INC. TO ACQUIRE
VIASOFT, INC.
Naples, Florida--Allen Systems Group, Inc. and Viasoft, Inc. today
announced that they have entered into a definitive agreement for Allen Systems
Group to acquire Viasoft through a cash tender offer for $8.40 per share in
cash.
Under the terms of the agreement, which was unanimously approved by the
Viasoft Board of Directors, Allen Systems Group, through its wholly-owned
subsidiary ASG Sub, and Viasoft will commence a joint tender offer to purchase
all of the outstanding shares of Viasoft common stock. The offer price
represents a premium of approximately 52% over the closing market price of
Viasoft's common stock on April 26, 2000, the last trading day before the
parties announced the signing of the agreement.
The tender offer, which is expected to commence no later than May 3, 2000
and remain open for twenty business days thereafter, unless extended, will be
followed by a merger under which those shares not tendered will be converted
into the right to receive the same $8.40 per share in cash. The tender offer is
subject to the tender of not less than 51% of Viasoft's outstanding shares and
to clearance under the antitrust laws, among other conditions. Following the
merger, Viasoft will initially be operated as a wholly-owned subsidiary of Allen
Systems Group.
The tender offer will only be made pursuant to definitive tender offer
materials that will be distributed to Viasoft's shareholders and filed with the
Securities and Exchange Commission.
Allen Systems Group has entered into a definitive credit agreement with
LaSalle Bank and KeyBank to provide the necessary debt financing for a portion
of the proposed acquisition.
The Viasoft Board's approval of the transaction was based on a number of
factors, including the opinion of Viasoft's independent financial advisor,
Broadview International LLC that the consideration being offered is fair from a
financial point of view to Viasoft's shareholders. The full text of the
Broadview opinion will be included in the offer to purchase.
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"Combining the considerable potential of these two companies is not only
logical, it is powerful and exciting for our customer bases," Allen Systems
Group CEO Arthur Allen said. "Viasoft has a terrific suite of enterprise
software products which, when combined with Allen Systems Group's complement of
products and services, will let us add significant value to our collective
installed base, as well as with prospective customers. In our markets, customer
satisfaction is critically important, and both Allen Systems Group and Viasoft
know how to provide it. Now we will be able to go to these customers with an
unbeatable offering, as well as much higher critical mass and scale. We are
very pleased with the new combination with Viasoft, mostly because our customers
are the primary beneficiaries."
"We believe the significant premium offered by Allen Systems Group in this
transaction represents the best value for our shareholders," said Steven D.
Whiteman, Viasoft Chairman, President and CEO. "We are excited to partner with
Allen Systems Group in addressing the enterprise software needs of our customers
and the market at large. The combination of Viasoft and Allen Systems Group
products and services will provide tremendous value to our customers and the
merger of the two companies will accelerate our ability to meet the ongoing
opportunities in the market."
About Allen Systems Group
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Founded in 1986, Allen Systems Group, Inc. ("ASG") is a privately held,
computer software company that focuses on providing enterprise software for
breakthrough productivity. ASG provides a suite of Enterprise Productivity
Software Solutions to improve the productivity and performance of corporate IT
systems. Customers worldwide rely on ASG software and services to provide
around-the-clock, behind-the-scenes management of applications, systems and
data.
ASG employs more than 400 associates worldwide. Headquartered in Naples,
Florida, ASG has offices in California, Texas, Georgia, Australia, France,
Germany, Italy, Singapore, South Africa and the United Kingdom, as well as
distribution channels in Asia, Europe, the Middle East, and Latin America. For
more information, please visit the company's World Wide Web site at www.asg.com.
About Viasoft
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Viasoft is a leader in understanding enterprise applications to help companies
realize the greatest return on their information technology investments.
Viasoft provides business solutions consisting of specialized professional
services and award-winning software that are designed to enable customers
worldwide to cost-effectively manage and evolve their information technology
assets. Viasoft provides a broad range of products and consulting services to
support the application modernization needs of large organizations worldwide,
including implementation of e-business within their operations.
Headquartered in Phoenix, Arizona, Viasoft provides sales and professional
services through regional offices in the United States, Canada, Australia,
Europe and a network of
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international subsidiaries, distributors and resellers. For more information on
Viasoft's services and technologies, please visit the company's World Wide Web
site at www.Viasoft.com.
Important Information
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Certain statements in this release are forward-looking statements, which are
based on current expectations and are subject to a number of risks and
uncertainties that could cause actual results to differ materially from any
expected future results, expressed or implied, by the forward-looking
statements. Interested parties should refer to the disclosure set forth in
Viasoft's financial recent public filings for additional information regarding
risks affecting Viasoft's financial condition and results of operations.
Neither Allen Systems Group, ASG Sub nor Viasoft assumes any responsibility to
update any of the forward-looking statements contained herein.
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of Viasoft to Allen Systems Group, ASG Sub or Viasoft. As
soon as we commence the offer, we will file a tender offer statement, and
Viasoft will file a solicitation/ recommendation statement, with the U.S.
Securities and Exchange Commission. We will also mail copies to Viasoft
shareholders.
Viasoft shareholders should read the tender offer statement and the
solicitation/recommendation statement when they are available because they will
contain important information that shareholders should consider before deciding
whether to tender their shares. You can get the tender offer statement and
other filed documents for free at the SEC's web site (www.sec.gov). You can
also obtain copies of these documents for free after they are filed with the SEC
from Kristine Kennedy Rieger, Senior Vice President, Secretary and General
Counsel of Allen Systems Group, by calling 1-800-932-5536 or from Catherine R.
Harwick, Vice President and General Counsel of Viasoft, by calling 602-667-2812:
. tender offer statement (without exhibits)
. offer to purchase
. letter of transmittal
. notice of guaranteed delivery
