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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. 4)
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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<S> <C>
$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: [X]
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This Amendment No. 4, the final 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, by Amendment
No. 2 to the Schedule TO filed by Allen Systems and ASG Sub on May 25, 2000 and
by Amendment No. 3 to the Schedule TO filed by Allen Systems and ASG Sub on June
5, 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 1 THROUGH 9 AND 11.
Items 1 through 9 and 11 of the Schedule TO are hereby amended and
supplemented as follows:
The Offer expired at 12:00 midnight, Eastern time, on Friday, June 2,
2000 (the "Expiration Date"). Pursuant to the Offer, based on a final report
from Equiserve, the depositary for the Offer, as of the Expiration Date,
16,890,301 Shares were validly tendered and not withdrawn in the Offer,
including Shares subject to guarantee of delivery, representing approximately
93% of the outstanding Shares of the Company. ASG Sub purchased 9,111,209 of
the Shares validly tendered in the Offer at an aggregate purchase price of
approximately $76.5 million. The Company purchased the remaining 7,779,092
Shares validly tendered in the Offer at an aggregate purchase price of
approximately $65.3 million. Following completion of the Offer, ASG Sub owns
approximately 87% of the Company's issued and outstanding Shares.
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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 13, 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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