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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
...............................................................................
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
VIASOFT, INC.
(Name of Subject Company)
ASG SUB, INC.
ALLEN SYSTEMS GROUP, INC.
(Names of Filing Persons--Offerors)
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 persons authorized to receive notices and
communications on behalf of filing persons)
...............................................................................
Copies 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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Transaction valuation* Amount of filing fee
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$155,653,952 $31,131
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* Estimated for purposes of calculating the amount of the filing fee
only. The amount assumes the purchase of all outstanding shares of common stock,
$0.001 par value, of Viasoft, Inc. on April 28, 2000 (18,178,001) at $8.40 per
share, plus the aggregate amount required to be paid to holders of outstanding
stock options ($8.40 per share less the option exercise price), in accordance
with terms of the offer described herein. The amount of the filing fee was
calculated in accordance with Rule 0-11(b) and (d) under the Securities Exchange
Act of 1934 (the "Exchange Act").
[X] 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: $31,131
Form or Registration No.: TO.
Filing Parties: ASG SUB, INC.
ALLEN SYSTEMS GROUP, INC.
VIASOFT, INC.
Date Filed: May 4, 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: [ ]
Exhibit Index Begins on Page: 5
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This Amendment No. 3 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO originally filed by ASG Sub, Inc., a
Delaware corporation ("ASG Sub"), Allen Systems Group, Inc., a Delaware
corporation ("Allen Systems") and Viasoft, Inc., a Delaware corporation (the
"Company"), on May 4, 2000, as amended by Amendment No. 1 to the Schedule TO
filed by Allen Systems, ASG Sub and the Company, on May 10, 2000 and by
Amendment No. 2 to the Schedule TO filed by Allen Systems and ASG Sub on May 25,
2000 (the "Schedule TO") relating to the combined tender offer (the "Offer") to
purchase all of the outstanding shares of common stock, par value $0.001 per
share (the "Common Stock"), of the Company, together with the associated
preferred share purchase rights issued pursuant to the Rights Agreement, dated
as of April 20, 1998, as amended between the Company and Harris Trust and
Savings Bank, as Rights Agent (the "Rights" and, together with the Common Stock,
the "Shares"), tendered pursuant to the Offer at a purchase price of $8.40 per
Share, net to the seller in cash, without interest, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated May 4, 2000, as
amended as set forth below (the "Offer to Purchase") and in the related Letter
of Transmittal, copies of which are attached as Exhibits (a)(1) and (a)(2) to
the Schedule TO. ASG Sub is a wholly-owned subsidiary of Allen Systems.
Items 11 and 12 of the Schedule TO, which incorporate by reference the
information contained in the Offer to Purchase, are hereby amended and
supplemented by adding thereto the following:
ITEM 11. ADDITIONAL INFORMATION
Item 11 is hereby amended and supplemented by adding thereto the
following:
The Offer expired at 12:00 midnight, Eastern time, on Friday, June 2,
2000 (the "Expiration Date"). Based upon a preliminary report from Equiserve,
the depositary for the Offer, as of the Expiration Date, 16,926,908 Shares were
validly tendered and not withdrawn (including Shares delivered pursuant to
guaranteed delivery) pursuant to the Offer, representing approximately 93% of
the outstanding Shares. ASG Sub and the Company have accepted these Shares for
payment (excluding Shares subject to guarantee of delivery, which shall be
accepted and paid for upon completion of delivery). Allen Systems, ASG Sub and
the Company are expected to make payment for the accepted Shares on Monday, June
5, 2000, or promptly thereafter.
On June 5, 2000, ASG Sub, Allen Systems and the Company issued a joint
press release announcing the preliminary results of the Offer, a copy of which
is attached hereto as Exhibit (a)(11) and is incorporated herein by reference.
ITEM 12. EXHIBITS
Item 12 is hereby amended by adding the following at the end thereof:
(a)(11) Joint Press Release of ASG Sub, Allen Systems and the Company,
dated June 5, 2000.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 5, 2000
ASG SUB, INC.
By: /s/ Kristine Kennedy Rieger
------------------------------------
Name: Kristine Kennedy Rieger
Title: Senior Vice President
Secretary and General Counsel
ALLEN SYSTEMS GROUP, INC.
By: /s/ Kristine Kennedy Rieger
------------------------------------
Name: Kristine Kennedy Rieger
Title: Senior Vice President
Secretary and General Counsel
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EXHIBIT INDEX
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Exhibit Description
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(a)(11) Joint Press Release of ASG Sub, Allen Systems and
the Company, dated June 5, 2000
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