UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
ELITE INFORMATION GROUP, INC.
(Name of Subject Company)
GULF ACQUISITION CORP. (OFFEROR)
THE THOMSON CORPORATION (PARENT)
(Names of Filing Persons (Offeror))
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
28659M106
(CUSIP Number of Class of Securities)
DEIRDRE STANLEY, ESQ.
THE THOMSON CORPORATION
METRO CENTER, ONE STATION PLACE
STAMFORD, CONNECTICUT 06902
TELEPHONE: (203) 969-8700
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
Copy to:
PETER J. ROONEY, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 848-4000
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$122,363,052.90 $9,899.17
* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by adding (i) the product of 7,890,600, which is the number of
Shares outstanding as of April 4, 2003, and $14.00, which is the per Share
tender offer price, and (ii) the product of 1,694,395, which is the number
of Shares subject to options outstanding as of April 4, 2003 with an
exercise price of less than $14.00, and $7.02, which is the difference
between the $14.00 per Share tender offer price and the average weighted
exercise price of the options, which is $6.98.
** Calculated by multiplying the transaction value by 0.00008090.
[X] Check the 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: $9,899.17 Filing Party: The Thomson Corporation
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Form or Registration No.: Schedule TO Date Filed: April 11, 2003
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the statement
relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule TO (the "Schedule TO") filed on April 11, 2003 by Gulf
Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect
wholly-owned subsidiary of The Thomson Corporation, a corporation organized
under the laws of Ontario, Canada ("Thomson"). The Schedule TO relates to the
offer by Purchaser to purchase any and all of the outstanding shares of common
stock, par value $0.01 per share (the "Shares"), of Elite Information Group,
Inc., a Delaware corporation (the "Company"), at a purchase price of $14.00 per
Share, net to the seller in cash, without interest, upon the terms and subject
to the conditions described in the Offer to Purchase, dated April 11, 2003 (the
"Offer to Purchase"), and in the related Letter of Transmittal, copies of which
are attached to the Schedule TO as Exhibits (a)(1) and (a)(2) (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer"). Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to such terms in the Offer to Purchase or the Schedule TO.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented to include
the following additional information.
Section 15. Certain Legal Matters and Regulatory Approvals.
The sixth paragraph of Section 15 on page 39 is amended and restated in
its entirety to read as follows:
"Pursuant to the HSR Act, on April 16, 2003, Thomson filed a Premerger
Notification and Report Form in connection with the purchase of the Shares
pursuant to the Offer with the Antitrust Division and the FTC. Under the
provisions of the HSR Act applicable to the Offer, the purchase of Shares
pursuant to the Offer may not be consummated until the expiration of a
15-calendar day waiting period following the filing by Thomson. Accordingly, the
waiting period under the HSR Act applicable to the purchase of the Shares
pursuant to the Offer will expire at 11:59 p.m., New York City time, on or about
May 1, 2003, unless such waiting period is earlier terminated by the FTC and
the Antitrust Division or extended by a request from the FTC or the Antitrust
Division for additional information or documentary material prior to the
expiration of the waiting period. Pursuant to the HSR Act, Thomson has requested
early termination of such waiting period applicable to the Offer. There can be
no assurance, however, that the 15-day HSR Act waiting period will be terminated
early. If either the FTC or the Antitrust Division were to request additional
information or documentary material from Thomson with respect to the Offer, the
waiting period would expire at 11:59 p.m., New York City time, on the tenth
calendar day after the date of substantial compliance with such request.
Thereafter, the waiting period could be extended only by court order. If the
acquisition of the Shares is delayed pursuant to a request by the FTC or the
Antitrust Division for additional information or documentary material pursuant
to the HSR Act, the Offer may, but need not, be extended and, in any event, the
purchase of and payment for Shares will be deferred until 10 days after the
request is substantially complied with, unless the waiting period is sooner
terminated by the FTC and the Antitrust Division. Only one extension of such
waiting period pursuant to a request for additional information is authorized by
the HSR Act and the rules promulgated thereunder, except by court order. Any
such extension of the waiting period will not give rise to any withdrawal rights
not otherwise provided for by applicable law. See "Section 4. Withdrawal
Rights." It is a condition to the Offer that the waiting period under the HSR
Act applicable to the Offer expire or be terminated. See "Section 1. Terms of
the Offer; Expiration Date" and "Section 14. Certain Conditions of the Offer.""
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated April 11, 2003.**
(a)(2) Form of Letter of Transmittal.**
(a)(3) Form of Notice of Guaranteed Delivery.**
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.**
(a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients.**
(a)(6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.**
(a)(7) Summary Advertisement as published in The New York Times on
April 11, 2003.**
(a)(8) Joint Press Release issued by Thomson and the Company on April 3,
2003.*
-----------
* Previously filed on April 3, 2003 with the Securities and Exchange
Commission on Schedule TO-C by Purchaser and Thomson.
** Incorporated by reference to the Schedule TO filed by Purchaser and Thomson
on April 11, 2003.
(a)(9) Press Release issued by Thomson on April 11, 2003.**
(d)(1) Agreement and Plan of Merger, dated as of April 2, 2003, among
Thomson, Purchaser and the Company.**
(d)(2) Stockholders Support Agreement, dated as of April 2, 2003, among
Thomson, Purchaser and each of PAR Investment Partners, L.P.,
Arthur G. Epker III, Christopher K. Poole, David A. Finley, Roger
Noall, Alan Rich and William G. Seymour.**
(d)(3) Employment Agreement, dated as of April 10, 2003, between the
Company and Christopher K. Poole.**
(d)(4) Confidentiality Agreement, dated as of October 7, 2002, between
the Company and Thomson.**
(g) None.
(h) None.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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* Previously filed on April 3, 2003 with the Securities and Exchange
Commission on Schedule TO-C by Purchaser and Thomson.
** Incorporated by reference to the Schedule TO filed by Purchaser and Thomson
on April 11, 2003.
2
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.
Dated: April 16, 2003
GULF ACQUISITION CORP.
By: /s/ Edward A. Friedland
---------------------------------
Name: Edward A. Friedland
Title: Vice President
THE THOMSON CORPORATION
By: /s/ Edward A. Friedland
---------------------------------
Name: Edward A. Friedland
Title: Assistant Secretary
3
EXHIBIT INDEX
EXHIBIT
NO.
(a)(1) Offer to Purchase, dated April 11, 2003.**
(a)(2) Form of Letter of Transmittal.**
(a)(3) Form of Notice of Guaranteed Delivery.**
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.**
(a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients.**
(a)(6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.**
(a)(7) Summary Advertisement as published in The New York Times on
April 11, 2003.**
(a)(8) Joint Press Release issued by Thomson and the Company on April 3,
2003.*
(a)(9) Press Release issued by Thomson on April 11, 2003.**
(d)(1) Agreement and Plan of Merger, dated as of April 2, 2003, among
Thomson, Purchaser and the Company.**
(d)(2) Stockholders Support Agreement, dated as of April 2, 2003, among
Thomson, Purchaser and each of PAR Investment Partners, L.P.,
Arthur G. Epker III, Christopher K. Poole, David A. Finley, Roger
Noall, Alan Rich and William G. Seymour.**
(d)(3) Employment Agreement, dated as of April 10, 2003, between the
Company and Christopher K. Poole.**
(d)(4) Confidentiality Agreement, dated as of October 7, 2002, between
the Company and Thomson.**
(g) None.
(h) None.
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* Previously filed on April 3, 2003 with the Securities and Exchange
Commission on Schedule TO-C by Purchaser and Thomson.
** Incorporated by reference to the Schedule TO filed by Purchaser and Thomson
on April 11, 2003.