SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 3)
--------------
SEER TECHNOLOGIES, INC.
(Name of Subject Company)
LEVEL 8 SYSTEMS, INC.
LIRAZ SYSTEMS LTD.
(Bidders)
--------------
Common Stock, par value $0.01 per share
(Title of Class of Securities)
--------------
815780 10 1
(CUSIP Number of Class of Securities)
--------------
Arie Kilman
Level 8 Systems, Inc.
1250 Broadway, 35th Floor
New York, New York 10001
(212) 244-1234
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Bidder)
--------------
Copy to
Edward W. Kerson, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
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 cash 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.
|_| 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:---------------- Filing Party:---------------
Form or Registration No.:-------------- Date Filed:-----------------
<PAGE>
Amendment No. 3
The undersigned hereby amend Items 10 and 11 of their Schedule 14D-1 as
hereinafter set forth.
Item 10. Additional Information.
Item 10 is hereby amended to add the following:
(f) The terms of the Press Release of Level 8 Systems, Inc. dated March
16, 1999 and attached to this amendment as Exhibit (a)(10) are incorporated
herein by reference.
Item 11. Material to Be Filed as Exhibits.
Item 11 is hereby amended to add the following exhibit:
(a)(10) Press release issued on March 16, 1999
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
March 17, 1999
LEVEL 8 SYSTEMS, INC.
By: /s/ Arie Kilman
---------------------------
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>
EXHIBIT INDEX
Exhibit No.
(a)(1) Form of Offer to Purchase dated February 1, 1999*
(a)(2) Form of Letter of Transmittal*
(a)(3) Form of Letter to brokers, dealers, commercial banks, trust companies
and nominees*
(a)(4) Form of Letter to clients for use by brokers, dealers, commercial
banks, trust companies and nominees*
(a)(5) Form of Notice of Guaranteed Delivery*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9*
(a)(7) Press release issued on February 1, 1999*
(a)(8) Supplement to the Offer to Purchase dated February 24, 1999*
(a)(9) Press release issued on March 2, 1999*
(a)(10) Press release issued on March 16, 1999
(b) Not applicable.
(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) Not applicable.
(e) Not applicable.
(f) Not applicable.
- -----------------------------
* Previously filed.
CONTACT: Ruder Finn
Stacy Lipschitz
212/583-2757
[email protected]
FOR IMMEDIATE RELEASE
LEVEL 8 SYSTEMS, INC. ANNOUNCES EXTENSION OF TENDER OFFER
New York, New York -- (Business Wire)-- March 16, 1999 --
Level 8 Systems, Inc. (Nasdaq: LVEL - news) 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
Tuesday, March 16, 1999, to 5:00 P.M., New York City time, on
Friday, March 26, 1999. Level 8 had originally extended the
tender offer on March 2, 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 3:00 p.m. on March 16, 1999, 3,204,964 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.
# # #
