SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 7)
SEER TECHNOLOGIES, INC.
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(Name of Issuer)
LEVEL 8 SYSTEMS, INC.
LIRAZ SYSTEMS LTD.
WELSH, CARSON, ANDERSON & STOWE VI, L.P.
WCAS INFORMATION PARTNERS, L.P.
WCAS CAPITAL PARTNERS II
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(Name of Person(s) Filing Statement)
Common Shares, par value $0.01 per share
(Title of Class of Securities)
815780 10 1
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(CUSIP Number of Class of Securities)
Arie Killman
Level 8 Systems, Inc.
1250 Broadway, 35th Floor
New York, NY 10001
(212) 244-1234
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
Copy to:
Edward W. Kerson, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
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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.
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b. |_| The filing of a registration statement under the Securities
Act of 1933.
c. |X| 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: |_|
Calculation of Filing Fee
Transaction valuation Amount of filing fee
$1,697,409 (1) $339.48 (2)
- ----------------------------------------- -----------------------------------
(1) Calculated by multiplying $0.35, the per share tender offer price, by
4,849,739, the number of shares of common stock being sought in the
tender offer.
(2) Calculated as 1/50 of 1% of the transaction value.
|X| Check 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: $339.48
Form or Registration No.: 14D-1
Filing Party: Level 8 Systems, Inc.
Date Filed: February 1, 1999
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Amendment No. 7
This Statement amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13E-3 filed with the Securities and Exchange Commission on
February 1, 1999 (the "Schedule 13E-3"), by Level 8 Systems, Inc., a New York
corporation ("Level 8" or the "Purchaser"), and Liraz Systems Ltd., an Israeli
company ("Liraz"), in connection with the tender offer by Level 8 to purchase
for $0.35 per share, net to the seller in cash, all the issued and outstanding
common shares, par value $0.01 per share, (the "Shares") of Seer Technologies,
Inc., a Delaware corporation ("Seer" or the "Company"), not already owned by
Level 8 and Liraz, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated February 1, 1999, as supplemented by a Supplement dated
April 8, 1999 (as so supplemented, the "Offer to Purchase") and in the related
Letter of Transmittal (which together with the Offer to Purchase constitute the
"Offer"), copies of which are filed as Exhibits (d)(1), (d)(2) and (d)(12)
hereto, respectively.
The undersigned hereby amend Items 10, and 17 of their Schedule 13E-3
as hereinafter set forth.
Item 10. Interest in Securities of the Issuer.
Item 10 is hereby amended to read in its entirety as follows.
The terms of the Press Release of the Purchaser dated April 16, 1999
and attached to this amendment as Exhibit (d)(13) are incorporated herein by
reference.
Item 17. Material to be Filed as Exhibits
Item 17 is hereby amended to add the following exhibits:
(d)(13) Press Release dated April 16, 1999
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: April 23, 1999 LEVEL 8 SYSTEMS, INC.
By: /s/ Arie Kilman
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Name: Arie Kilman
Title: Chairman of the Board and
Chief Executive Officer
LIRAZ SYSTEMS LTD.
By: /s/ Arie Kilman
---------------------------------------
Name: Arie Kilman
Title: Chairman of the Board
and President
WELSH, CARSON, ANDERSON & STOWE VI, L.P.
By: WCAS VI Partners, L.P., General Partner
By: /s/ Laura Van Buren
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General Partner
WCAS INFORMATION PARTNERS, L.P.
By: WCAS INFO Partners, L.P.
By: /s/ Laura Van Buren
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Attorney-in-Fact
WCAS CAPITAL PARTNERS II
By: /s/ Laura Van Buren
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General Partner
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13E-3 EXHIBIT INDEX
Exhibit Description
(a) None
(b)(1) Preliminary Due Diligence Report dated August 13, 1998
prepared by Burton Grad Associates, Inc.*+
(c)(1) Agreement dated as of November 23, 1998 among Level 8 Systems,
Inc., Welsh Carson Anderson & Stowe VI, L.P. ("WCAS") and
certain parties affiliated or associated with WCAS is
incorporated by reference to Exhibit 2.1 of Level 8 Systems,
Inc.'s Report on Form 8-K filed with the Securities and
Exchange Commission on January 15, 1999.
(c)(2) Amendment No. 1 to Agreement dated November 23, 1998 among
Level 8 Systems, Inc., Welsh Carson Anderson & Stowe VI, L.P.
("WCAS") and certain parties affiliated or associated with
WCAS dated April 7, 1999.*
(d)(1) Offer to Purchase dated February 1, 1999*
(d)(2) Letter of Transmittal*
(d)(3) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees*
(d)(4) Letter To Our Clients*
(d)(5) Notice of Guaranteed Delivery*
(d)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9*
(d)(7) Press Release dated February 1, 1999*
(d)(8) Supplement to the Offer to Purchase dated February 24, 1999*
(d)(9) Press Release dated March 2, 1999*
(d)(10) Press Release dated March 16, 1999*
(d)(11) Press Release dated March 26, 1999*
(d)(12) Supplement to the Offer to Purchase dated April 8, 1999*
(d)(13) Press Release dated April 16, 1999
(e) None
(f) None
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* Previously filed.
+ Confidential treatment has been requested for certain provisions of
this Exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended. The omitted portions have been separately filed with the Commission.
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Stacy Lipschitz/Lauren Felice
Ruder Finn
212-583-2757/ 212-593-6370
[email protected]/ [email protected]
FOR IMMEDIATE RELEASE
LEVEL 8 SYSTEMS ANNOUNCES COMPLETION OF ITS TENDER
OFFER FOR SEER TECHNOLOGIES, INC.
Seer Merger Positions Level 8 as Leading Player in EAI Market
Cary, North Carolina. April 16, 1999 -Level 8 Systems, Inc. (Nasdaq: LVEL)
announced today the successful completion of its cash tender offer for all of
the outstanding shares of common stock of Seer Technologies, Inc. The tender
offer expired at 5:00 p.m. eastern daylight, on Thursday, April 15, 1999. Today,
Level 8 accepted for payment all of the shares validly tendered and not properly
withdrawn pursuant to the tender offer. Based on preliminary information from
the depositary for the tender offer, approximately 3,380,133 shares, which,
together with 10,987,152 shares already beneficially owned by Level 8, represent
approximately 90.72 percent of Seer's common stock, have been validly tendered
and accepted for payment.
"Level 8's expertise in addressing the application requirements of large
enterprises coupled with Seer's technical expertise and impressive product
development capabilities, enables the combined companies to provide a more
comprehensive solution to meet the needs of the most complex enterprise IT
environments. This merger enables Level 8 to position itself as a leading player
in the emerging enterprise application integration (EAI) market," stated Sam
Somech, president and chief technology officer of Level 8.
"The completion of this tender offer is a significant milestone for Level
8," commented Arik Kilman, chief executive officer of Level 8 Systems. "Over the
past three months, we have successfully integrated Seer and Level 8, and we will
continue to pursue our previously announced strategic direction of the combined
companies."
The Company said it expects it will soon complete the acquisition of the
remaining minority interest in Seer by a merger of a wholly-owned subsidiary
into Seer. As a result of this transaction, the remaining shares of Seer common
stock will be converted into the right to receive $.35 per share.
Level 8 Systems is a premier provider of scalable enterprise application
integration solutions through a combination of technologies and services that
enable organizations to meet
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their information systems development, integration, management and E-commerce
enablement needs. Level 8's software product set includes scalable application
integration and web-enablement tools, message-oriented middleware, and
application development and management engines. Level 8 has more than 320
employees worldwide and has its corporate headquarters in Cary, North Carolina,
and offices in the North America, Europe, and Australia. Please visit the
company's website at http://www.level8.com for more information on Level 8 and
its products and services.
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