<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
COMPDENT CORPORATION
(Name of the Issuer)
TAGTCR ACQUISITION, INC.
TA ASSOCIATES, INC.
TA/ADVENT VIII L.P.
ADVENT ATLANTIC AND PACIFIC III L.P.
TA EXECUTIVES FUND LLC
TA INVESTORS LLC
GOLDER, THOMA, CRESSEY, RAUNER, INC.
GOLDER, THOMA, CRESSEY, RAUNER FUND V, L.P.
GTCR ASSOCIATES V
NMS CAPITAL, L.P.
WILLIAM G. JENS, JR.
DAVID R. KLOCK
PHYLLIS A. KLOCK
BRUCE A. MITCHELL
KEITH J. YODER
COMPDENT CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
-------------
(CUSIP Number of Class of Securities)
<TABLE>
<S> <C> <C>
Golder, Thoma, Cressey, Rauner, Inc. TA Associates, Inc. NMS Capital, L.P.
Golder, Thoma, Cressey, TA/Advent VIII L.P. c/o William B. Bunting
Rauner, Fund V, L.P. Advent Atlantic and Pacific III L.P. 600 Montgomery Street
GTCR Associates V TA Executives Fund LLC San Francisco, CA 94111
c/o Don Edwards TA Investors LLC (415) 627-2426
6100 Sears Tower c/o Roger B. Kafker
Chicago, IL 60606 125 High Street, Suite 2500
(312) 382-2200 Boston, MA 02110
(617) 574-6700
CompDent Corporation TAGTCR Acquisition, Inc. William G. Jens, Jr.
c/o David R. Klock c/o Roger B. Kafker David R. Klock
100 Mansell Court East 125 High Street, Suite 2500 Phyllis A. Klock
Suite 400 Boston, MA 02110 Bruce A. Mitchell
Roswell, GA 28226 (617) 574-6700 Keith J. Yoder
(770) 998-8936 100 Mansell Court East
Suite 400
Roswell, GA 28226
(770) 998-8936
</TABLE>
<PAGE> 2
WITH COPIES TO:
<TABLE>
<S> <C> <C>
John J. Kelley III Bruce A. Mitchell Sanford E. Perl
King & Spalding CompDent Corporation Kirkland & Ellis
191 Peachtree Street 100 Mansell Court East, Ste. 400 200 East Randolph Drive
Atlanta, Georgia 30303 Roswell, Georgia 30076 Chicago, Illinois 60601
(404) 572-4600 (770) 998-8936 (312) 861-2000
</TABLE>
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate
box):
a. The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934. [X]
b. The filing of a registration statement under the Securities Act
of 1933. [ ]
c. A tender offer. [ ]
d. None of the above. [ ]
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
==============================================================================
Transaction Value* Amount of Filing Fee
<S> <C>
$185,240,322 $37,048.06
==============================================================================
</TABLE>
* For purposes of calculating the fee only. Assumes purchase of
10,291,129 shares of Common Stock, par value $.01 per share, of
CompDent Corporation at $18.00 per share and the purchase of
underlying options to purchase Common Stock for an aggregate of
$185,240,322.
Check box if any 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. [X]
Amount previously paid: $37,048.06
Form or registration no.: Preliminary Proxy Statement on Schedule 14A
Filing party: CompDent Corporation
Date filed: October 27, 1998
<PAGE> 3
This Rule 13e-3 Transaction Statement (this "Statement") is being
filed in connection with the filing by CompDent Corporation ("CompDent" or the
"Company") with the Securities and Exchange Commission (the "Commission") on
December 18, 1998 of a Preliminary Proxy Statement on Schedule 14A (the "Proxy
Statement") in connection with a special meeting of the stockholders of CompDent
to be held on January 29, 1998. At such meeting, the stockholders of CompDent
will vote upon, among other things, the adoption of an Agreement and Plan of
Merger dated as of July 28, 1998, as amended and restated on ____, 1998 (the
"Merger Agreement") by and among CompDent, TAGTCR Acquisition, Inc., NMS
Capital, L.P., Golder, Thoma, Cressey, Rauner Fund V, L.P., and TA/Advent VIII
L.P. pursuant to which TAGTCR Acquisition, Inc. (the "Acquiror") will be merged
with and into CompDent. TA Advent VIII L.P., Advent Atlantic and Pacific III
L.P., TA Executives Fund LLC, TA Investors LLC, Goldec, Thoma, Cressey Rauner
Fund V, L.P., GTCR Associates V and NMS Capital, L.P. are collectively referred
to herein as the "Equity Sponsors." David R. Klock and Phyllis A. Klock are
collectively referred to herein as the "Management Sponsors."
The following cross reference sheet is being supplied pursuant to
General Instruction F to Schedule 13E-3 and shows the location in the Proxy
Statement of the information required to be included in response to the items
of this Statement. The information in the Schedule 14A which is attached hereto
as Exhibit (d)(3), including all appendices thereto, is hereby expressly
incorporated herein by reference and the responses to each item are qualified
in their entirety by the provisions of the Proxy Statement.
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
CAPTION OR LOCATION IN THE
ITEM IN SCHEDULE 13E-3 PROXY STATEMENT
<S> <C>
Item 1(a) Cover Page and "Summary--The Companies"
Item 1(b) Cover Page, "Summary--Record Date; Voting
Power" and "The Special Meeting--Record
Date and Quorum Requirement"
Item 1(c) - (e) "Summary--Historical Market Information"
Item 1(f) "Purchase of Common Stock by Certain
Persons"
Item 2(a) - (d) and (g) "Summary--The Companies" and "Certain
Information Concerning the Acquiror and the
Investor Group"
Item 2(e) - (f) *
Item 3(a)(1) "Special Factors--Opinion of Financial
Advisor--Analysis of Dental Health Development
Corporation"
Item 3(a)(2) "Special Factors--Background of the Merger,"
"--Conflicts of Interest" and "--Certain Effects
of the Merger"
Item 3(b) "Special Factors--Background of the Merger,"
"--Conflicts of Interest" and "--Certain Effects
of the Merger"
Item 4(a) "Questions and Answers about the Merger,"
"Summary--Terms of the Merger Agreement,"
"--Share Ownership of CompDent following the
Merger," "--Appraisal Rights," "Special
Factors--Certain Effects of the Merger" "The
Special Meeting--Effective Time of the Merger
and Payment for Shares," "The Merger," "Rights
of Dissenting Stockholders" and Appendix A to
the Proxy Statement
</TABLE>
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* Not applicable or answer is negative.
<PAGE> 4
<TABLE>
<CAPTION>
CAPTION OR LOCATION IN THE
ITEM IN SCHEDULE 13E-3 PROXY STATEMENT
<S> <C>
Item 4(b) "Questions and Answers about the Merger,"
"Summary--Share Ownership of CompDent
following the Merger," "--Conflicts of
Interest," "--Appraisal Rights," "Special
Factors--Purpose and Reasons of the Investor
Group for the Merger," "--Conflicts of
Interest," "--Certain Effects of the Merger,"
"The Merger" and "Rights of Dissenting
Stockholders"
Item 5(a) - (b) "Special Factors--Purpose and Reasons of the
Investor Group for the Merger," "--Conflicts
of Interest," "--Certain Effects of the Merger,"
"--Financing of the Merger" and "--Conduct
of CompDent's Business After the Merger"
Item 5(c) "Special Factors--Conflicts of Interest"
"--Conduct of CompDent's Business After the
Merger"
Item 5(d) "Summary--Share Ownership of CompDent
following the Merger," "--Conflicts of
Interest," "--Historical Market Information,"
"Special Factors--Conflicts of Interest,"
"Financing of the Merger," "--Current Status of
the Financing"and "The Merger-- Terms of the
Merger Agreement--Covenants"
Item 5(e) "Special Factors--Certain Effects of the
Merger," "--Financing of the Merger," "--Current
Status of the Financing"and "--Conduct of
CompDent's Business After the Merger"
Item 5(f) - (g) "Special Factors--Certain Effects of the
Merger"
Item 6(a) "Special Factors--Financing of the Merger,"
"--Current Status of the Financing"
Item 6(b) "The Merger--Estimated Fees and Expenses
of the Merger"
Item 6(c) "Special Factors--Financing of the Merger,"
"--Current Status of the Financing"
</TABLE>
- ---------------
*Not applicable or answer is negative.
-2-
<PAGE> 5
<TABLE>
<CAPTION>
CAPTION OR LOCATION IN THE
ITEM IN SCHEDULE 13E-3 PROXY STATEMENT
<S> <C>
Item 6(d) *
Item 7(a) - (c) "Questions and Answers about the Merger,"
"Summary," "Special Factors--Background of
the Merger," "--The Special Committee's and
the Board's Recommendation," "--Opinion of
Financial Advisor," "--Purpose and Reasons
of the Investor Group for the Merger" and
"--Conflicts of Interest"
Item 7 (d) "Questions and Answers about the Merger,"
"Summary," "Special Factors--Background of the
Merger," "--Purpose and Reasons of the Investor
Group for the Merger," "--Conflicts of
Interest," "--Certain Effects of the Merger,"
"--Financing of the Merger," "--Current Status
of the Financing," "--Conduct of CompDent's
Business After the Merger," "Rights of
Dissenting Stockholders," "Federal Income Tax
Consequences" and "Principal Stockholders and
Stock Ownership of Management and Others"
Item 8(a) - (b) "Questions and Answers about the Merger,"
"Summary--Recommendations," "--Opinion
of Financial Advisor," "--Conflicts of
Interest," "--Appraisal Rights," "Special
Factors--Background of the Merger,"
"--The Special Committee's and the Board's
Recommendation," "--Opinion of Financial
Advisor," "--Position of the Investor Group as
to Fairness of the Merger," "--Conflicts of
Interest" and "Rights of Dissenting
Shareholders"
Item 8(c) "Questions and Answers about the Merger,"
"Summary--Vote Required,"
"Special Factors--The Special Committee's
and the Board's Recommendation,"
"The Special Meeting--Voting Procedures"
and "The Merger--Conditions of the Merger"
</TABLE>
- ---------------
*Not applicable or answer is negative.
-3-
<PAGE> 6
<TABLE>
<CAPTION>
CAPTION OR LOCATION IN THE
ITEM IN SCHEDULE 13E-3 PROXY STATEMENT
<S> <C>
Item 8(d) "Questions and Answers about the Merger,"
"Summary--Recommendations,"
"--Opinion of Financial Advisor,"
"Special Factors--Background of the Merger,"
"--The Special Committee's and the Board's
Recommendation" and "--Opinion of
Financial Advisor"
Item 8(e) "Questions and Answers about the Merger,"
"Summary--Recommendations" and
"Special Factors--The Special Committee's
and the Board's Recommendation"
Item 8(f) "Special Factors--Background of the Merger"
Item 9(a) - (c) "Summary--Recommendations," "--Opinion
of Financial Advisor," "Special Factors--
Background of the Merger," "The Special
Committee's and the Board's
Recommendation," "--Opinion of Financial
Advisors," "--Conflicts of Interest" and
Appendix B to the Proxy Statement
Item 10(a) "Principal Stockholders and Stock Ownership
of Management and Others"
Item 10(b) *
Item 11 "Questions and Answers about the Merger,"
"Summary, " "--Terms of the Merger Agreement,"
"Special Factors--Background of the Merger,"
"--Conflicts of Interest," "--Financing of the
Merger," "--Current Status of the Financing,"
"The Merger" and Appendix A to the Proxy
Statement
</TABLE>
- ---------------
*Not applicable or answer is negative.
-4-
<PAGE> 7
<TABLE>
<CAPTION>
CAPTION OR LOCATION IN THE
ITEM IN SCHEDULE 13E-3 PROXY STATEMENT
<S> <C>
Item 12(a) - (b) "Summary--Recommendations," "--Share
Ownership of CompDent following the
Merger," "--Conflicts of Interest," "Special
Factors--The Special Committee's and the
Board's Recommendation," "--Purpose and
Reasons of the Investor Group for the
Merger," "--Financing of the Merger" and
"Current Status of the Financing"
Item 13(a) "Summary--Appraisal Rights,"
"Rights of Dissenting Stockholders" and
Appendix C to the Proxy Statement
Item 13(b) *
Item 13(c) *
Item 14(a) "Summary--Selected Consolidated Financial
Data, "Incorporation of Certain Documents
by Reference" and "Experts"
Item 14(b) "Summary--Selected Unaudited Pro Forma
Consolidated Financial Data"
Item 15(a) - (b) "Special Factors--Conflicts of Interest,"
"The Special Meeting--Proxy Solicitation"
"The Merger"
Item 16 Proxy Statement
Item 17(a) - (f) *
</TABLE>
- ---------------
*Not applicable or answer is negative.
-5-
<PAGE> 8
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE
TRANSACTION.
(a) The information set forth on the cover page to the Proxy
Statement and in the section entitled "Summary--The Companies" of the Proxy
Statement is incorporated herein by reference.
(b) The information set forth on the cover page to the Proxy
Statement and in the sections entitled "Summary--Record Date; Voting Power" and
"The Special Meeting--Record Date and Quorum Requirement" of the Proxy
Statement is incorporated herein by reference.
(c)-(e) The information set forth in the section entitled
"Summary--Historical Market Information" of the Proxy Statement is incorporated
herein by reference.
(f) The information set forth in the section entitled "Purchases
of Common Stock by Certain Persons" of the Proxy Statement is incorporated
herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d), (g) This Statement is being filed by CompDent, the Acquiror, the
Equity Investors, the Management Sponsors, TA Associates, Inc. ("TA Associates")
Golder, Thoma, Cressey, Rauner, Inc. ("Golder, Thoma"), William G. Jens, Bruce
A. Mitchell and Keith J. Yoder. The information set forth in the sections
entitled "Summary--The Companies" and "Certain Information Concerning the
Acquiror and the Investor Group" of the Proxy Statement is incorporated herein
by reference.
(e), (f) None of the Equity Investors, the Acquiror, TA Associates,
Golder, Thoma, any executive officer, director or person controlling the
Acquiror, the Equity Investors, TA Associates or Golder, Thoma, or any
Management Sponsor William G. Jens, Bruce A. Mitchell or Keith J. Yoder has
during the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or finding any violation of such laws.
-6-
<PAGE> 9
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The information set forth in the section entitled "Special
Factors--Opinion of Financial Advisor--Analysis of Dental Health Development
Corporation" of the Proxy Statement is incorporated herein by reference.
(a)(2) The information set forth in the sections entitled "Special
Factors--Background of the Merger," "--Conflicts of Interest" and "--Certain
Effects of the Merger" of the Proxy Statement is incorporated herein by
reference.
(b) The information set forth in the sections entitled "Special
Factors--Background of the Merger," "--Conflicts of Interest" and "--Certain
Effects of the Merger" of the Proxy Statement is incorporated herein by
reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the sections entitled "Questions
and Answers about the Merger," "Summary--Terms of the Merger Agreement,"
"--Share Ownership of CompDent following the Merger," "-- Appraisal Rights,"
"Special Factors--Certain Effects of the Merger," "The Special
Meeting--Effective Time of the Merger and Payment for Shares," "The Merger" and
"Rights of Dissenting Stockholders" of the Proxy Statement and Appendix A to
the Proxy Statement is incorporated herein by reference.
(b) The information set forth in the sections entitled "Questions
and Answers about the Merger," "Summary--Share Ownership of CompDent following
the Merger," "--Conflicts of Interest," "--Appraisal Rights," "Special
Factors--Purpose and Reasons of the Investor Group for the Merger,"
"--Conflicts of Interest," "--Certain Effects of the Merger," "The Merger" and
"Rights of Dissenting Stockholders" of the Proxy Statement is incorporated
herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(b) The information set forth in the sections entitled "Special
Factors--Purpose and Reasons of the Investor Group for the Merger," "--Conflicts
of Interest," "--Certain Effects of the Merger," "--Financing of the Merger" and
"--Conduct of CompDent's Business After the Merger" of the Proxy Statement is
incorporated herein by reference.
-7-
<PAGE> 10
(c) The information set forth in the sections entitled "Special
Factors--Conflicts of Interest" and "--Conduct of CompDent's Business After the
Merger" of the Proxy Statement is incorporated herein by reference.
(d) The information set forth in the sections entitled
"Summary--Share Ownership of CompDent following the Merger," "--Conflicts of
Interest," "--Historical Market Information," "Special Factors--Conflicts of
Interest," "--Financing of the Merger," "--Current Status of the Financing" and
"The Merger--Terms of the Merger Agreement--Covenants" of the Proxy statement is
incorporated herein by reference.
(e) The information set forth in the sections entitled "Special
Factors--Certain Effects of the Merger," "--Financing of the Merger," "--Current
Status of the Financing" and "--Conduct of CompDent's Business After the Merger"
of the Proxy statement is incorporated herein by reference.
(f)-(g) The information set forth in the section entitled "Special
Factors--Certain Effects of the Merger" and "--Current Status of the Financing"
of the Proxy Statement is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the section entitled "Special
Factors--Financing of the Merger" and "--Current Status of the Financing" of the
Proxy Statement is incorporated herein by reference.
(b) The information set forth in the section entitled "The
Merger--Estimated Fees and Expenses of the Merger" of the Proxy Statement is
incorporated herein by reference.
(c) The information set forth in the section entitled "Special
Factors--Financing of the Merger" and "--Current Status of the Financing" of the
Proxy Statement is incorporated herein by reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth in the sections entitled "Questions
and Answers about the Merger," "Summary," "Special Factors--Background of the
Merger," "--The Special Committee's and the Board's Recommendation," "--Opinion
of Financial Advisor," "--Purpose and Reasons of the Investor Group for the
Merger" and "--Conflicts of Interest" of the Proxy Statement is incorporated
herein by reference.
(d) The information set forth in the sections entitled "Questions
and Answers about the Merger," "Summary," "Special Factors--Background of the
Merger," "--Purpose and Reasons of the Investor Group for the Merger,"
"--Conflicts of Interest," "--Certain Effects of the Merger," "--Financing of
the Merger," and "--Current Status of the Financing" "--Conduct of CompDent's
Business After the Merger," "Rights of Dissenting Stockholders," "Federal Income
Tax Consequences" and "Principal
-8-
<PAGE> 11
Stockholders and Stock Ownership of Management and Others" of the Proxy
Statement is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) The information set forth in the sections entitled "Questions
and Answers about the Merger," "Summary--Recommendations," "--Opinion of
Financial Advisor," "--Conflicts of Interest," "--Appraisal Rights," "Special
Factors--Background of the Merger," "--The Special Committee's and the Board's
Recommendation," "--Opinion of Financial Advisor," "--Position of the Investor
Group as to Fairness of the Merger," "--Conflicts of Interest" and "Rights of
Dissenting Shareholders" of the Proxy Statement are incorporated herein by
reference.
(c) The information set forth in the sections entitled "Questions
and Answers about the Merger," "Summary--Vote Required," "Special Factors--The
Special Committee's and the Board's Recommendation," "The Special
Meeting--Voting Procedures" and "The Merger-- Conditions of the Merger" of the
Proxy Statement is incorporated herein by reference.
(d) The information set forth in the sections entitled "Questions
and Answers about the Merger," "Summary--Recommendations," "--Opinion of
Financial Advisor," "Special Factors--Background of the Merger," "--The Special
Committee's and the Board's Recommendation" and "--Opinion of Financial
Advisor" of the Proxy Statement is incorporated herein by reference.
(e) The information set forth in the sections entitled "Questions
and Answers about the Merger," "Summary--Recommendations" and "Special
Factors--The Special Committee's and the Board's Recommendation" of the Proxy
Statement is incorporated herein by reference.
(f) The information set forth in the section entitled "Special
Factors--Background of the Merger" of the Proxy Statement is incorporated
herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in the sections entitled
"Summary--Recommendations," "--Opinion of Financial Advisor," "Special
Factors--Background of the Merger," "The Special Committee's and the Board's
Recommendation," "--Opinion of Financial Advisor" and "-- Conflicts of
Interest" of the Proxy Statement and in Appendix B to the Proxy Statement is
incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in the section entitled "Principal
Stockholders and Stock Ownership of Management and Others" of the Proxy
Statement is incorporated herein by reference.
-9-
<PAGE> 12
(b) None.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH
RESPECT TO THE ISSUER'S SECURITIES.
The information set forth in the sections entitled "Questions and
Answers about the Merger," "Summary," "--Terms of the Merger Agreement,"
"Special Factors--Background of the Merger," "--Conflicts of Interest,"
"--Financing of the Merger," "--Current Rates of the Financing" and "The Merger"
of the Proxy Statement and in Appendix A to the Proxy Statement is incorporated
herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN
PERSONS WITH REGARD TO THE TRANSACTION.
(a)-(b) The information set forth in the sections entitled
"Summary--Recommendations," "-- Share Ownership of CompDent following the
Merger," "--Conflicts of Interest," "Special Factors--The Special Committee's
and the Board's Recommendation," "--Purpose and Reasons of the Investor Group
for the Merger," "--Financing of the Merger" and "--Current Rates of the
Financing" of the Proxy Statement is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the sections entitled
"Summary--Appraisal Rights" and "Rights of Dissenting Stockholders" of the
Proxy Statement and in Appendix C to the Proxy Statement is incorporated herein
by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The relevant financial information set forth under the
sections entitled "Summary--Selected Consolidated Financial Data of the
Company," "Incorporation of Certain Documents by Reference" and "Experts"
of the Proxy Statement is incorporated herein by reference.
(b) The information set forth in the section entitled
"Summary--Selected Unaudited Pro Forma Consolidated Financial Data" of the
Proxy Statement is incorporated herein by reference.
-10-
<PAGE> 13
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a)-(b) The information set forth in the sections entitled "Special
Factors--Conflicts of Interest," "The Special Meeting--Proxy Solicitation" and
"The Merger"of the Proxy Statement is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
The entirety of the Proxy Statement is incorporated herein by
reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Recapitalization Financing Commitment Letter dated July 27,
1997 by and among, TA Advent VIII, L.P.; Golder, Thoma,
Cressey, Rauner Fund V, L.P.; NMS Capital, L.P.; NationsBank,
N.A.; and NationsBanc Montgomery Securities LLC.*
(a)(2) Recapitalization Financing Commitment Letter dated July 27,
1997 by and among, TA Advent VIII, L.P.; Golder, Thoma,
Cressey, Rauner Fund V, L.P.; NMS Capital, L.P.; NationsBank,
N.A.; and NationsBanc Montgomery Securities LLC.*
(b)(1) Opinion of The Robinson-Humphrey Company, LLC dated July 28,
1998 (included as Appendix B to the Preliminary Proxy
Statement, which is filed herewith as Exhibit (d)(3)).*
(b)(2) Financial Analysis Presentation materials prepared by The
Robinson-Humphrey Company, LLC in connection with providing
its opinion to the Special Committee on July 27, 1998.*
(c)(1) Agreement and Plan of Merger dated as of July 28, 1998 by and
among CompDent Corporation, TAGTCR Acquisition, Inc., NMS
Capital, L.P., TA/Advent VIII, L.P. and Golder, Thoma,
Cressey, Rauner Fund V, L.P. (included as Appendix A to the
Preliminary Proxy Statement, which is filed herewith as
Exhibit (d)(3)).
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<PAGE> 14
(c)(2) Stockholders Agreement.**
(d)(1) Letter to Stockholders (included in the Preliminary Proxy
Statement, which is filed herewith as Exhibit (d)(3)).
(d)(2) Notice of Special Meeting of Stockholders (included in the
Preliminary Proxy Statement, which is filed herewith as
Exhibit (d)(3)).
(d)(3) Preliminary Proxy Statement, dated December 18, 1998.
(d)(4) Form of Proxy (included in the Preliminary Proxy Statement,
which is filed herewith as Exhibit (d)(3)).*
(d)(5) Press Release issued by CompDent Corporation dated as of July
28, 1998 (incorporated by reference to the Current Report on
Form 8-K filed by CompDent on August 12, 1998).*
(e) Text of Section 262 of the Delaware General Corporation Law
(included as Appendix C to the Preliminary Proxy Statement,
which is filed herewith as Exhibit (d)(3)).*
(f) Not applicable.
- -----------------
*Previously filed.
** To be filed by amendment.
-12-
<PAGE> 15
SIGNATURES
After due inquiry and to the best of our knowledge and belief, each of
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
COMPDENT CORPORATION
By: /s/ David R. Klock
---------------------------------
Name:
Dated: December 18, 1998 Title:
-----------------
TAGTCR ACQUISITION, INC.
By: /s/ Donald J. Edwards
---------------------------------
Name: Donald J. Edwards
Dated: December 18, 1998 Title:
-----------------
GOLDER, THOMA, CRESSEY, RAUNER, INC.
By: /s/ Donald Edwards
---------------------------------
Dated: December 18, 1998 Name: Donald Edwards
----------------- Title:
GOLDER, THOMA, CRESSEY, RAUNER FUND V, L.P.
By: GTCR V, L.P.
Sole General Partner
By: GOLDER, THOMA, CRESSEY, RAUNER,
INC.
Sole General Partner
Dated: December 18, 1998 By: /s/ Donald J. Edwards
----------------- ------------------------
Name: Donald J. Edwards
Title:
GTCR ASSOCIATES V
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.
Managing General Partner
Dated: December 18, 1998 By: /s/ Donald J. Edwards
----------------- --------------------------------
Name: Donald J. Edwards
Title:
<PAGE> 16
TA ASSOCIATES
Dated: December 18, 1998 By: /s/ Roger B. Kafker
----------------- -------------------------
Name: Roger B. Kafker
Title:
TA/ADVENT VIII L.P.
By: TA Associates VIII LLC
Sole General Partner
By: TA ASSOCIATES, INC.
Manager
Dated: December 18, 1998 By: /s/ Roger B. Kafker
----------------- ----------------------------
Name: Roger B. Kafker
Title: Managing Director
ADVENT ATLANTIC AND PACIFIC III L.P.
By: TA ASSOCIATES AAP III L.P.
Sole General Partner
By: TA ASSOCIATES, INC.
Sole General Partner
Dated: December 18, 1998 By: /s/ Roger B. Kafker
----------------- ----------------------------
Name: Roger B. Kafker
Title: Managing Director
<PAGE> 17
TA EXECUTIVES FUND LLC
By: TA ASSOCIATES, INC.
Manager
Dated: December 18, 1998 By: /s/ Roger B. Kafker
-------------------- -----------------------------
Name: Roger B. Kafker
Title: Managing Director
TA INVESTORS LLC
By: TA ASSOCIATES, INC.
Manager
Dated: December 18, 1998 By: /s/ Roger B. Kafker
-------------------- -----------------------------
Name: Roger B. Kafker
Title: Managing Director
NMS CAPITAL, L.P.
By: NMS CAPITAL MANAGEMENT LLC
General Partner
Dated: December 18, 1998 By: /s/ Gerald Rosenfeld
-------------------- -----------------------------
Name: Gerald Rosenfeld
Title: Managing Member
<PAGE> 18
GERALD ROSENFELD
Dated: December 18, 1999 /s/ Gerald Rosenfeld
----------------- -------------------------------------
WILLIAM G. JENS, Jr.
Dated: December 18, 1999 /s/ William G. Jens, Jr.
----------------- -------------------------------------
DAVID R. KLOCK
Dated: December 18, 1998 /s/ David R. Klock
----------------- -------------------------------------
PHYLLIS A. KLOCK
Dated: December 18, 1998 /s/ Phyllis A. Klock
----------------- -------------------------------------
BRUCE A. MITCHELL
Dated: December 18, 1998 /s/ Bruce A. Mitchell
----------------- -------------------------------------
KEITH J. YODER
Dated: December 18, 1998 /s/ Keith J. Yoder
----------------- -------------------------------------
