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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) MARCH 15, 1996
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 5.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On March 15, 1996, pursuant to the Agreement and Plan of Merger dated
December 10, 1995, as amended (the "Merger Agreement"), by and among The
Continuum Company, Inc., a Delaware corporation ("Continuum"), Continuum
Acquisition Corporation, a Delaware corporation ("Continuum Acquisition"), and
Hogan Systems, Inc. ("Hogan"), Continuum Acquisition was merged with and into
Hogan. Continuum Acquisition was formed by Continuum as its wholly owned
subsidiary for the purpose of participating in the merger. As a result of the
merger, each share of common stock, $.01 par value, of Hogan (the "Hogan Common
Stock") outstanding immediately before the merger was converted into 0.315 of a
share of common stock, $.10 par value, of Continuum ("Continuum Common Stock")
and the right to receive in cash the value of any fractional share of Continuum
Common Stock. The determination of the amount of the consideration was the
subject of arm's length negotiations between Continuum and Hogan.
The merger was accounted for as a pooling of interests.
Prior to the acquisition taking effect, there were no material
relationships between Hogan or its affiliates and Continuum or its affiliates,
any director or officer of Continuum or any associate of any such director or
officer.
(b) Hogan provides integrated software applications and related consulting
services to financial institutions worldwide. It is expected that Hogan will
continue such business as a wholly owned subsidiary of Continuum.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
The following audited and unaudited consolidated financial statements of Hogan
are hereby incorporated by reference herein:
(i) Independent Auditors Report
(ii) Consolidated Balance Sheets for the Nine Months ended December 31,
1995 (unaudited) and as of March 31, 1995 and 1994
(iii) Consolidated Statements of Income for the Nine Months ended December
31, 1995 (unaudited) and as of March 31, 1995 and 1994
(iv) Notes to Consolidated Financial Statements
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Such audited consolidated financial statements of Hogan are included in its
Annual Report on Form 10-K for the year ended March 31, 1995, as amended by Form
10-K/A dated July 27, 1995, and such unaudited financial statements of Hogan are
included in its Quarterly Report on Form 10-Q for the quarter ended December 31,
1995, both of which reports are incorporated by reference into the Registrant's
Form S-4 Registration Statement No. 33-65405.
(b) Pro Forma Financial Information
The following unaudited pro forma consolidated financial statements are
hereby incorporated by reference herein:
(i) Unaudited Pro Forma Combined Condensed Statements of Operations for
the Nine Months ended December 31, 1995
(ii) Unaudited Pro Forma Combined Condensed Statements of Operations for
the Nine Months ended December 31, 1994
(iii) Unaudited Pro Forma Combined Condensed Statements of Operations for
the Year ended March 31, 1995
(iv) Unaudited Pro Forma Combined Condensed Statements of Operations for
the Year ended March 31, 1994
(v) Unaudited Pro Forma Combined Condensed Statements of Operations for
the Year ended March 31, 1993
(vi) Unaudited Pro Forma Combined Condensed Balance Sheets as of December
31, 1995
(vii) Notes to Pro Forma Combined Condensed Financial Statements
Such pro forma financial information was included in the Registrant's Form
S-4 Registration Statement No. 33-65405.
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of December 10, 1995, among the
Registrant, Continuum Acquisition Corporation and Hogan, as amended,
has been previously filed by the Registrant as Appendix I to the Form
S-4 Registration Statement No. 33-65405 and is hereby incorporated by
reference herein.
28.1 Press Release dated March 15, 1996, announcing completion of the
merger.
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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.
March 19, 1996 By: JOHN L. WESTERMANN III
Vice President, Secretary and
Treasurer
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INDEX TO EXHIBITS
EXHIBIT PAGE NO.
2.1 Agreement and Plan of Merger dated as of December 10,
1995, among the Registrant, Continuum Acquisition
Corporation and Hogan, as amended, has been previously
filed by the Registrant as Exhibit 2 to the Form S-4
Registration Statement No. 33-65405 and is hereby
incorporated by reference herein.
28.1 Financial News Release dated March 15, 1996,
announcing completion of the Merger. 6
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EXHIBIT 28.1
FINANCIAL NEWS RELEASE
For Immediate Release: MARCH 15, 1996
Contact: JOHN L. WESTERMANN III
CONTINUUM ANNOUNCES THE COMPLETION OF THE ACQUISITION OF HOGAN
The Continuum Company, Inc. (NYSE-CNU) today announced that it completed the
acquisition of Hogan Systems, Inc. (NASDAQ-HOGN), a Dallas-based software and
services company. The Hogan shareholders received 0.315 of a share of Continuum
common stock for each share of Hogan common stock.
Hogan is a leading provider of software and related services to the financial
services industry.
*****
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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