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. 1)
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):
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.
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: |_|
<PAGE>
Calculation of Filing Fee
<TABLE>
<CAPTION>
<S> <C>
Transaction valuation Amount of filing fee
$1,697,409 (1) $339.48 (2)
</TABLE>
(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 1 of 6 Pages
2
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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 February
24, 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)(8)
hereto, respectively.
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<PAGE>
Item 17. Material to be Filed as Exhibits.
(a) None
(b) None
(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
(e) None
(f) None
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* Previously filed.
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<PAGE>
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: February 24, 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
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<PAGE>
13E-3 EXHIBIT INDEX
Exhibit Description
(a) None
(b) None
(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
(e) None
(f) None
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* Previously filed.
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<PAGE>
SUPPLEMENT
to the
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Seer Technologies, Inc.
at
$0.35 Net Per Share
by
Level 8 Systems, Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON TUESDAY, MARCH 2, 1999, UNLESS EXTENDED.
Level 8 Systems, Inc. (the "Purchaser"), a New York corporation, hereby
supplements and amends its offer to purchase all outstanding shares of common
stock, $.01 par value ("Shares"), of Seer Technologies, Inc. (the "Company"), a
Delaware corporation, at $0.35 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Purchaser's Offer to
Purchase dated February 1, 1999, as supplemented and amended by this Supplement
(as it may be further supplemented or amended from time to time, the "Offer to
Purchase") and in the related Letter of Transmittal (which together constitute
the "Offer"). Capitalized terms used but not otherwise defined in this
Supplement shall have the meanings set forth in the Offer to Purchase.
1. The second sentence of the last paragraph on page 1 in the
"Introduction" of the Offer to Purchase is hereby amended and supplemented to
read in its entirety as follows:
To the best of the knowledge of the Purchaser and Liraz, however, each of
the Company's executive officers, directors and affiliates (other than the
Purchaser) intends to tender the Shares he or she owns.
2. The second paragraph on page 2 in the "Introduction" of the Offer to
Purchase is hereby amended and supplemented to read in its entirety as follows:
The Company has furnished the Purchaser and Liraz with the information
in this Offer to Purchase concerning the deliberations of the Company's
Board of Directors in connection with the Offer and the Merger. The
Purchaser and Liraz take no responsibility for the accuracy or completeness
of that information.
3. The fourth paragraph under "Special Factors - Background of the
Transaction" on page 2 of the Offer to Purchase is hereby amended and
supplemented to read in its entirety as follows:
In early May 1998, senior management of the Purchaser and Liraz first
learned about the Company, and the possibility of acquiring the Company,
through discussions with an employee of the Purchaser who formerly had been
an employee of the Company. Thereafter, Arie Kilman, the chief executive
officer and chairman of the board of the Purchaser and the chairman of the
board and president of Liraz, met with Steven Dmiszewicki, the Company's
co-president and
<PAGE>
chief financial officer. At the meeting, Mr. Kilman received basic
information about the Company.
4. The first sentence of the first paragraph on page 3 of the Offer to
Purchase is hereby amended and supplemented to read in its entirety as follows:
On July 13, 1998, representatives of the Purchaser, Liraz and WCAS VI,
which at the time owned a majority of the outstanding and issuable Shares,
met to discuss the Purchaser's possible acquisition of the Company.
5. The fourth sentence of the first paragraph on page 3 of the Offer to
Purchase is hereby amended and supplemented to read in its entirety as follows:
Later in the day, Mr. Kilman and Lenny Recanati, a director of the
Purchaser and Liraz, met with Mr. Dmiszewicki to discuss the possible
acquisition and the due diligence process.
6. The second sentence of the third paragraph on page 3 of the Offer to
Purchase is hereby amended and supplemented to read in its entirety as follows:
After two introductory meetings, neither Mr. Kilman nor any other
representative of the Purchaser or Liraz participated in discussions among
that unaffiliated party, the Company and WCAS VI.
7. The first and second paragraphs and Item (a) under "Special Factors -
Fairness of the Offer and the Merger" on page 4 of the Offer to Purchase are
hereby amended and supplemented to read in their entirety as follows:
The Purchaser and Liraz regard the acquisition of the Company as an
attractive investment opportunity because they believe the Company's future
business prospects may be favorable, and the anticipated combination will
afford each of the parties additional technological resources and products,
will afford the Purchaser additional sales and marketing and administrative
resources and will afford the Company additional financial resources.
Based on the following factors, the Purchaser and Liraz concluded that
the consideration to be paid to the Company's stockholders in the Offer and
the Merger is fair to the Company's stockholders. The Purchaser and Liraz
did not find it practicable to quantify or otherwise attach relative
weights to the specific factors nor did they attach any weight to the
current or historical market price of the Shares (see (c) below), the
Company's net book value (which was negative) or the Company's liquidation
value (see (c) below).
The Purchaser and Liraz believe that the $0.35 per Share being offered
in the Offer exceeds the value per Share that should properly be allocated
to the WCAS Parties' Shares, and, because such value reflects the result
of arms-length bargaining, no procedural safeguards (such as a requirement
that at least a majority of the Shares owned by the unaffiliated
shareholders approve the Offer and the Merger or that the board of
directors, or a committee of the board of directors, of the Company retain
an unaffiliated representative to act on behalf of the unaffiliated
shareholders for the purpose of negotiating the terms of the Offer and the
Merger and/or preparing a report concerning the fairness of the Offer and
the Merger) are necessary or appropriate to assure that the Offer and the
Merger is fair to Seer's stockholders.
2
<PAGE>
(a) The $0.35 per Share Offer represented approximately 117% of the
average of the closing bid prices of the Shares quoted on the
over-the-counter bulletin board (the "OTC Bulletin Board") during the five
trading-day period ended on November 23, 1998, the day before the public
announcement of the transaction. As set forth under (c) below, the
Purchaser and Liraz believe the value of the Shares immediately before the
Acquisition Agreement was entered into was, at most, nominal, and,
therefore, the fact that the Shares traded at various times at prices above
$0.35 is of little or no significance.
8. The last sentence beginning on page 4 of the Offer to Purchase is hereby
amended and supplemented to read in its entirety as follows:
The Purchaser and Liraz believe the value of the securities issued to the
WCAS Parties that should properly be allocated to the WCAS Parties' Shares
equals (i) the sum of the value of the Purchaser Shares plus the Purchaser
Warrants (which the Purchaser and Liraz believe aggregated less than $7.0
million on the last trading day before the Acquisition Agreement was
entered into, and less than $10.5 million on December 31, 1998, the date of
the Closing under the Acquisition Agreement), reduced by (ii) $34.4 million
(i.e., the amount of the claims of the WCAS Parties that would be senior to
the claims of the holders of Shares by virtue of the liquidation preference
of their preferred stock (i.e., $17.5 million) and the claims that would
have arisen from the $16.9 million payment in lieu of payment in respect of
the guarantee of Seer debt). Because that amount is negative, the Purchaser
and Liraz believe the value of the securities issued to the WCAS Parties
that should properly be allocated to the WCAS Parties' Shares is, at most,
nominal and, in any event, less than the $0.35 per Share being offered in
the Offer. The Purchaser and Liraz believe the WCAS Parties did not receive
any significant benefit under the Acquisition Agreement, other than the
securities issued to them under the Acquisition Agreement.
9. The second sentence of the first paragraph under "Special Factors -
Purpose and Structure of the Transaction; Plans for the Company" on page 5 of
the Offer to Purchase is hereby amended and supplemented to read in its entirety
as follows:
As a consequence of the Offer and the Merger, the Purchaser's and Liraz's
beneficial ownership of the Shares will increase from 69% to 100%.
10. The second sentence of the second paragraph in under "Special Factors -
Purpose and Structure of the Transaction; Plans for the Company" on page 5 of
the Offer to Purchase is hereby amended and supplemented to read in its entirety
as follows:
In accordance with the Acquisition Agreement, the acquisition of all the
capital stock of the Company has been structured as a cash tender offer at
this time, to be followed by a cash merger, in order to provide a prompt
and orderly transfer of ownership of the Company from the public
stockholders to the Purchaser and to provide stockholders with cash for all
their Shares on a prompt basis.
11. The fifth sentence of the first full paragraph on page 18 of the Offer
to Purchase is hereby amended and supplemented to read in its entirety as
follows:
Accordingly, the inclusion of the projections in this Offer to Purchase
should not be regarded as any indication that the Purchaser, Liraz, the
Company or their respective officers and directors believe the results in
the projections will be realized.
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<PAGE>
12. The section under "The Tender Offer - Certain Information Concerning
the Purchaser" beginning on page 19 of the Offer to Purchase is hereby amended
and supplemented to read in its entirety as follows:
Certain Information Concerning the Purchaser and Liraz
The Purchaser and Liraz. The Purchaser is a New York corporation with
its principal executive offices at 1250 Broadway, 35th Floor, New York, New
York 10001. Liraz is an Israeli corporation with its principal executive
offices at 5 Hazoref Street, Holon, 58856 Israel.
The Purchaser began operations in 1988 as a wholly-owned subsidiary of
Liraz. The Purchaser believes it has established itself as a technology
leader in the middleware marketplace. The Purchaser had its initial public
offering in August 1995. Liraz, which is a publicly traded company in
Israel, is in the business of systems integration.
During the last five years, neither the Purchaser nor Liraz, nor, to
the best knowledge of the Purchaser and Liraz, any of the persons listed in
schedule 2, (a) has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) or (b) was 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 violations of
such laws. The name, business address, present principal occupation or
employment, five-year employment history and citizenship of each director
and executive officer of the Purchaser and Liraz are set forth in schedule
2.
Except as described in this Offer to Purchase, (a) neither the
Purchaser nor Liraz, nor, to the best knowledge of the Purchaser and Liraz,
any of the persons listed in schedule 2 or any associate or majority-owned
subsidiary of any such person, beneficially owns or has a right to acquire
any equity security of the Company and (b) neither the Purchaser nor Liraz,
nor, to the best knowledge of the Purchaser and Liraz, any of the other
persons referred to above, or any of the respective directors, executive
officers or subsidiaries of any of the foregoing, has effected any
transaction in any equity security of the Company during the past 60 days.
Except as described in this Offer to Purchase, (a) neither the
Purchaser nor Liraz, nor, to the best knowledge of the Purchaser and Liraz,
any of the persons listed in schedule 2 has any contract, arrangement,
understanding or relationship (whether or not legally enforceable) with any
other person with respect to any securities of the Company, including, but
not limited to, any contract, arrangement, understanding or relationship
concerning the transfer of the voting of any such securities, joint
ventures, loan or option arrangements, puts or calls, guarantees of the
loans, guarantees against loss or the giving or withholding of proxies, and
(b) there have been no contacts, negotiations or transactions between the
Purchaser or Liraz or any of their subsidiaries or, to the best knowledge
of the Purchaser or Liraz, any of the persons listed in schedule 2, on the
one hand, and the Company or any of its directors, officers or affiliates,
on the other hand, that are required to be disclosed pursuant to the rules
and regulations of the Commission.
13. The first paragraph under "The Tender Offer - Conditions to the Offer"
on page 20 of the Offer to Purchase is hereby amended and supplemented to read
in its entirety as follows:
Notwithstanding any other provisions of the Offer, and in addition to
(and not in limitation of) the Purchaser's right to amend the Offer at any
time in its sole discretion, but
4
<PAGE>
subject to the provisions of the Acquisition Agreement, the Purchaser shall
not be required to accept for payment, or pay for, and may delay the
acceptance for payment, or the payment, of, any tendered Shares, if, at or
before the expiration of the Offer (whether or not any such Shares have
theretofore been accepted for payment or paid for pursuant to the Offer),
there shall have been any action or position taken or threatened, or any
statute, rule, regulation, judgment, order or injunction promulgated,
enacted, entered or enforced, by any state, federal or foreign government
or governmental authority or by any court, domestic or foreign, that may
reasonably be expected to:
14. The paragraph describing Frank Klein's present principal occupation or
employment and material positions held during the past five years on page 2 of
Schedule 2 of the Offer to Purchase is hereby amended and supplemented to read
in its entirety as follows:
Mr. Klein has served as a director of Level 8 since December 1994. Since
January 1, 1995, Mr. Klein has been the president of PEC Israel Economic
Corporation ("PEC"), a corporation that holds equity interests in companies
located in Israel or are Israel related. Prior to Mr. Klein's appointment
as president of PEC, he served as executive vice president of Israel
Discount Bank of New York from 1985. Mr. Klein served as executive vice
president of PEC from November 1977 to November 1991 and as treasurer of
PEC from May 1980 to November 1991. He is a director of PEC, as well as a
number of companies affiliated with PEC, including Elron Electronics
Industries Ltd. and Scitex Corporation Ltd. He also is a director of
Super-Sol Ltd. and Tefron Ltd. The address in which Mr. Klein conducts his
principal occupation or employment is PEC Israel Economic Corporation, 511
Fifth Avenue, New York, New York 10017.
15. The paragraph describing Lenny Recanati's present principal occupation
or employment and material positions held during the past five years on pages 2
and 4 of Schedule 2 of the Offer to Purchase is hereby amended and supplemented
to delete the reference that Mr. Recanati is a member of the board of directors
of Caniel-Israel Can Company Ltd.
16. The paragraph describing Gideon Erhard's present principal occupation
or employment and material positions held during the past five years on page 4
of Schedule 2 of the Offer to Purchase is hereby amended and supplemented to
read in its entirety as follows:
Mr. Erhard has served as a director of Liraz since 1994. He also has served
as senior executive and board member of Discount Investment Corporation,
Ltd. ("DIC") and other affiliates of DIC. Mr. Erhard is a citizen of
Israel.
Level 8 Systems, Inc.
February 24, 1999
5
<PAGE>
Facsimile copies of the Letter of Transmittal, properly completed and duly
signed, will be accepted. The Letter of Transmittal, certificates for Shares and
any other required documents should be sent or delivered by each stockholder of
the Company or his broker, dealer, commercial bank, trust company or other
nominee to the Depository, at one of the addresses set forth below:
The Depository is:
American Stock Transfer and Trust Company
By Mail: By Facsimile Transmission By Hand:
American Stock Transfer (for Eligible Institutions Only):American Stock Transfer
and Trust Company (718) 236-2641 and Trust Company
40 Wall Street, 46th Floor 40 Wall Street, 46th Floor
New York, NY 10005 New York, NY 10005
Confirm by Telephone:
(718) 921-8200
By Overnight Delivery:
American Stock Transfer and
Trust Company
40 Wall Street, 46th Floor
New York, NY 10005
Questions and requests for assistance may be directed to the Information
Agent at the address and telephone number listed below. Additional copies of
this Offer to Purchase, the Letter of Transmittal and other tender offer
materials may be obtained from the Information Agent as set forth below and will
be furnished promptly at the Purchaser's expense. You may also contact you
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning this Offer.
The Information Agent for the Offer is:
Beacon Hill Partners, Inc.
90 Broad Street
New York, NY 10004
(212) 843-8500 (Collect)
or
(800) 792-2829 (Toll Free)
