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. 5)
SEER TECHNOLOGIES, INC.
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(Name of Issuer)
LEVEL 8 SYSTEMS, INC.
LIRAZ SYSTEMS LTD.
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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):
The filing of solicitation materials or an information statement
a. |_| subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
<PAGE>
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
<PAGE>
Amendment No. 5
---------------
The undersigned hereby amend Items 16 and 17 of their Schedule 13E-3 as
hereinafter set forth.
Item 16. Additional Information.
Item 16 is hereby amended to add the following:
The terms of the Press Release of Level 8 Systems, Inc. dated March 26,
1999 and attached to this amendment as Exhibit (d)(11) are incorporated herein
by reference.
Item 17. Material to be Filed as Exhibits
Item 17 is hereby amended to add the following exhibits:
(d)(11) Press Release dated March 26, 1999
<PAGE>
SIGNATURE
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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: March 29, 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
<PAGE>
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.
(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
(e) None
(f) None
_________________________
* 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.
CONTACT: Ruder Finn
Stacy Lipschitz/Lauren Felice
212-583-2757 / 212-593-6370
[email protected]/[email protected]
FOR IMMEDIATE RELEASE
LEVEL 8 SYSTEMS, INC. ANNOUNCES EXTENSION OF TENDER OFFER
New York, New York, March 26, 1999 -- Level 8 Systems,
Inc. (Nasdaq: LVEL) announced today that it has extended the
expiration date of the tender offer by Level 8 for all the
outstanding shares of common stock of Seer Technologies, Inc.
from 5:00 P.M., New York City time, on Friday, March 26, 1999, to
5:00 P.M., New York City time, on Thursday, April 15, 1999.
Level 8 commenced an offer to purchase all the outstanding
shares of Seer that it did not already own for $0.35 per share in
cash on February 1, 1999. There are currently 4,849,739
outstanding shares of Seer common stock not owned by Level 8. As
of 5:00 p.m. on March 25, 1999, 3,255,233 shares had been validly
tendered to Level 8 (and not properly withdrawn in accordance
with the offer).
American Stock Transfer & Trust Company is the depository
for the tender offer.
Beacon Hill Partners, Inc. is the Information Agent for the
offer and can address questions regarding tender and delivery
procedures at 800/792-2829.
Level 8 is a premier provider of scalable enterprise
application integration solutions through a combination of
technologies and services that enable organizations to meet their
information systems integration and management needs.
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