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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. 1)
VIASOFT, INC.
(Name of Subject Company)
ASG SUB, INC.
ALLEN SYSTEMS GROUP, INC.
VIASOFT, 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)
...............................................................................
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Kristine Kennedy Rieger, Esq. Catherine R. Hardwick, Esq.
Senior Vice President, Secretary Vice President, General Counsel
and General Counsel Viasoft, Inc.
Allen Systems Group, Inc. 4343 E. Camelback Road
1333 Third Avenue South Suite 205
Naples, Florida 34102 Phoenix, Arizona 85018
(800) 932-5536 (602) 952-0050
</TABLE>
(Name, address and telephone number of persons authorized to receive notices and
communications on behalf of filing persons)
...............................................................................
Copies to:
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Robert E. McLaughlin, Esq. William M. Hardin, Esq.
Steptoe & Johnson LLP Osborn Maledon PA
1330 Connecticut Avenue, N.W. 2929 North Central Avenue
Washington, D.C. 20036 Phoenix, Arizona 85012
Telephone: (202) 429-3000 Telephone: (602) 640-9322
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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.
[X] issuer tender offer subject to Rule 13e-4.
[X] 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. 1 (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, relating to the joint tender 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 tender 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 (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.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the Items of this Statement.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented by incorporating by
reference the joint press release issued by ASG Sub, Allen Systems and the
Company on May 9, 2000, a copy of which is filed herewith as Exhibit (a)(10).
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented by adding the following at
the end therof:
(a)(10) Joint Press Release of ASG Sub, Allen Systems and the Company,
dated May 9, 2000.
3
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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: May 9, 2000
ASG SUB, INC.
By: /s/ KRISTINE RIEGER
------------------------------------
Name: Kristine Rieger
Title: Senior Vice President, Secretary
and General Counsel
ALLEN SYSTEMS GROUP, INC.
By: /s/ KRISTINE RIEGER
------------------------------------
Name: Kristine Rieger
Title: Senior Vice President, Secretary
and General Counsel
VIASOFT, INC.
By: /s/ STEVEN D. WHITEMAN
------------------------------------
Name: Steven D. Whiteman
Title: Chairman of the Board and Chief
Executive Officer
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EXHIBIT INDEX
(a)(10) Joint Press Release of ASG Sub, Allen Systems and the
Company, dated May 9, 2000.
5
<PAGE> 1
JOINT
NEWS RELEASE EXHIBIT (a)(10)
- --------------------------------------------------------------------------------
FOR FURTHER INFORMATION
INVESTOR HOTLINE STEVEN D. WHITEMAN
ALLEN SYSTEMS GROUP, INC. VIASOFT, INC.
1-800-932-5536 (602) 952-0050
ALLEN SYSTEMS GROUP AND VIASOFT ANNOUNCE
EARLY TERMINATION OF FEDERAL ANTITRUST REVIEW
Naples, Florida and Phoenix, Arizona -- May 9, 2000--Allen Systems
Group, Inc., ASG Sub, Inc. and Viasoft, Inc. (Nasdaq NM: VIAS) today announced
that the United States Federal Trade Commission has granted early termination of
the "waiting period" under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, for our tender offer for shares of Viasoft, Inc., effective
immediately. The tender offer will expire at 12:00 midnight Eastern time on
Friday, June 2, 2000, unless the offer is extended.
"We are pleased that we have received early termination of the waiting
period from the federal government, which we believe will facilitate a timely
and successful tender," said Steven D. Whiteman, Chairman, President and CEO of
Viasoft.
The tender offer commenced on May 4, 2000 and materials have been
mailed to shareholders. The information agent for the offer is Innisfree M&A
Incorporated: 501 Madison Avenue, 20th Floor, New York, NY 10022. Copies of the
tender offer documents can be obtained by calling the Information Agent at
(888) 750-5834.
ABOUT ALLEN SYSTEMS GROUP
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, Israel, and Latin America. For
more information, please visit the company's World Wide Web site at www.asg.com.
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ABOUT VIASOFT
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 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
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 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.
ON MAY 4, 2000, WE FILED A TENDER OFFER STATEMENT, AND VIASOFT FILED A
SOLICITATION/RECOMMENDATION STATEMENT, WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION. THESE MATERIALS WERE MAILED TO SHAREHOLDERS COMMENCING MAY
4, 2000.
VIASOFT SHAREHOLDERS SHOULD READ THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY 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 THE
FOLLOWING DOCUMENTS FOR FREE FROM THE INFORMATION AGENT, INNISFREE M&A
INCORPORATED (CALL TOLL FREE 888/750-5834) OR 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. HARDWICK, VICE PRESIDENT AND GENERAL
COUNSEL OF VIASOFT, BY CALLING 602-952-0050:
- TENDER OFFER STATEMENT (WITHOUT EXHIBITS)
- OFFER TO PURCHASE
- LETTER OF TRANSMITTAL
- NOTICE OF GUARANTEED DELIVERY
- SOLICITATION/RECOMMENDATION STATEMENT
