SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) DECEMBER 11, 1995
THE CONTINUUM COMPANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-10151 74-1609363
(Commission File Number) (IRS Employer Identification No.)
9500 ARBORETUM BOULEVARD, AUSTIN, TEXAS 78759-6399
(Address of principal executive offices) (zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 512/345-5700
N/A
(Former name or former address, if changed since last report.)
Exhibit Index appears on Page 3.
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Item 5. Other Events.
The registrant hereby incorporates by reference into this report the
information contained in the registrant's press releases dated December 11,
1995, and filed as Exhibit 28.1 and dated December 15, 1995, and filed as
Exhibit 28.2 hereto.
Item 7. Financial Statements and Exhibits.
(c) The exhibits listed below are filed as a part of this report.
28.1 -- Press release dated December 11, 1995
28.2 -- Press release dated December 15, 1995
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE CONTINUUM COMPANY, INC.
Date: December 19, 1995 By: JOHN L. WESTERMANN III
John L. Westermann III
Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT PAGE NO.
28.1 Press Release dated December 11, 1995 4
28.2 Press Release dated December 15, 1995 7
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DECEMBER 11, 1995
CONTINUUM AND HOGAN ANNOUNCE DEFINITIVE
AGREEMENT TO MERGE
The Continuum Company, Inc. (NYSE-CNU) and Hogan Systems, Inc. (NASDAQ-HOGN)
today announced that the companies have signed a definitive agreement to merge.
The merger, expected to be completed in February or March, 1996, is subject to
various conditions, including regulatory approvals and the approval of the
stockholders of each company.
Under the agreement the holders of Hogan common stock will receive .355555 of a
share of Continuum common stock for each share of Hogan common stock.
Approximately 5.2 million shares of Continuum common stock will be exchanged for
the outstanding shares of Hogan common stock. Following the merger, Continuum
will have 24.4 million common shares outstanding. In addition, Continuum will
issue options for approximately 850,000 shares of Continuum stock at an average
exercise price of approximately $17 per share in exchange for options currently
outstanding for approximately 2.4 million shares of Hogan common stock at an
average exercise price of approximately $6 per share. The total value of the
transaction is approximately $230,000,000 based on Continuum's December 8, 1995
closing price of $40.63 per share (including common stock equivalents of 490,000
shares). It is intended that the transaction will be effected on a tax-free
basis and accounted for as a pooling of interests.
Continuum is a leading provider of business and technology solutions to the
worldwide insurance industry, offering computer software, services and
outsourcing to a broad base of customers in the life, annuity, health, property
and casualty and reinsurance industries.
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Its customer base includes approximately half of the world's top 100 insurers.
Hogan, a leading provider of software and related services to the financial
services market, supports a base of nearly 130 of the world's largest banks.
Combined, Continuum and Hogan will have a customer base of approximately 750
financial institutions worldwide.
Hogan will become a wholly-owned subsidiary of Continuum with continuing
operations in Dallas, Texas; Frankfurt, Germany; London, England; and Melbourne,
Australia.
For the six months ended September 30, 1995, Continuum had revenues of
$194,531,000, net income of $16,430,000 and earnings per share of $0.83,
representing increases of 30%, 38% and 32%, respectively, compared to the same
period a year ago. Hogan had revenues of $51,126,000, net income of $4,110,000
and earnings per share of $0.27, representing increases of 18%, 189%, and 170%,
respectively, compared to the same period a year ago.
Continuum anticipates the merger will result in operating cost reductions from
certain redundant corporate administrative overheads. Long-term, Continuum
anticipates that its significant presence and infrastructure outside the United
States will enhance Hogan's growth opportunities and operating efficiencies.
Additionally, duplicate product and technology investments are expected to
produce synergies as development plans are integrated.
"We see this as an exciting merger of two market leaders in different segments
of the converging financial services industry," said W. Michael Long, CEO of
Continuum. "As the lines that differentiate insurance, banking, securities and
mutual funds blur we firmly believe that technology will be the key to enabling
financial services providers to effectively deliver the full range of financial
products and services expected by their customers. We believe that with the wide
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array of capabilities residing in our combined products and services offerings
we can serve a pivotal role in the transition of the global financial services
industry. We are particularly excited about combining Hogan's proprietary
technology and banking knowledge with Continuum's outsourcing expertise to offer
total data processing solutions to Hogan's customer base of leading banks."
"We are delighted to join forces with another market leader and further advance
the success of Hogan," said Michael H. Anderson, Chairman and CEO of Hogan. "The
Hogan legacy of superior banking products and services will continue with a
company with a long-term commitment to extensive research and development of
industry leading software solutions and a demonstrated ability to grow
profitably with the worldwide distribution infrastructure that is essential to
our continued success."
* * * * *
Hogan Systems, Inc. develops, markets and supports integrated on-line
applications software and related services in use by more than 130 financial
institutions in 20 countries. The company provides sales and support from
offices in Australia, United Kingdom, and Germany as well as its Dallas, Texas
headquarters.
The Continuum Company, Inc. is an international consulting and computer services
firm headquartered in Austin, Texas, with offices in 17 countries serving the
needs of the global financial services industry for computer software and
services.
Contacts: John L. Westermann III W. Daniel Johnson
Vice President and Chief Sr. Vice President
Financial Officer Hogan Systems, Inc.
The Continuum Company, Inc. 214/788-7933
512/345-5700
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DECEMBER 15, 1995
THE CONTINUUM COMPANY ANNOUNCES ACQUISITION OF SOCS GROUPE
The Continuum Company, Inc., (NYSE-CNU) today announced it has agreed to acquire
100% of the shares of the SOCS Groupe, SA, a Paris-based software and services
company. The purchase is subject to French Government approval which is expected
by the end of December, 1995.
Continuum will purchase all the common stock of the SOCS Groupe for cash of
approximately $35 million (FF 178 million).
SOCS is the leading provider of insurance application software and related
services to the French insurance industry, which is the fifth largest insurance
market in the world. SOCS has over 130 insurance customers in Europe, primarily
in France. With the addition of SOCS' 200 employees, Continuum's European
customers will be serviced by a local staff of nearly 1,000, representing one of
the largest, skilled pools of insurance technology expertise in the region.
SOCS' primary insurance product is AIA, which is a functionally rich,
client/server insurance administration application supporting both individual
and group life and health insurance. It is the new generation of insurance
software, supported by an open, integrated object-oriented development and
execution environment. This revolutionary rapid application development
environment allows the AIA application to be implemented rapidly and to remain
flexible and responsive to changing business needs.
The rapid application development environment on which AIA is built is designed
to fully integrate with today's industry standards as well as with emerging
standards. Object technology, which has gained broad acceptance in the global
software development community, provides a quantum jump in software development
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productivity and quality. It enables rapid delivery and reusability of
applications, which is especially valuable in supporting complex business
requirements and network-based solutions such as electronic commerce. The
benefits of object-oriented technology are available to insurance companies
today through AIA, which has been selected by approximately 30 multi-national
and European companies over the past two years.
Continuum will continue to enhance the tools and methodologies developed by SOCS
as object technology standards evolve and will integrate them with Continuum's
current and planned development efforts. AIA will also complement other leading
Continuum products by allowing the rapid development and integration of
workstation-based functions and processes surrounding core administration
systems.
Describing the acquisition, W. Michael Long, Chief Executive Officer of
Continuum said, "We are very pleased to conclude this purchase which represents
another significant part of our strategic plan to expand both our European base
and our portfolio of business technology and expertise for insurance and
financial services. Through its success in Europe, the SOCS Groupe has
demonstrated performance in developing state-of-the-art solutions which satisfy
the driving business needs of the insurance industry. The addition of the SOCS
Groupe's products, management and know-how to Continuum strengthens our market
leadership in France and Europe while accelerating and reducing the cost and
risk of research and development programs throughout Continuum."
Jean-Michel Renck, Director General of the SOCS Groupe comments: "Our product
portfolio and the skills and expertise of our staff will complement and enhance
Continuum's ability to serve the international insurance and financial services
industries. This acquisition affords major opportunities for the marketing of
our products and services to Continuum's existing customers and markets
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worldwide.
* * * * *
The Continuum Company, Inc. is an international consulting and computer services
firm based in Austin, Texas, serving the needs of the global financial services
industry for computer software and services.
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