SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND 13e-3 THEREUNDER
AMENDMENT NO. 4
ATLANTIC DATA SERVICES, INC.
(Name of the Issuer)
ATLANTIC DATA SERVICES, INC.
ADS ACQUISITION COMPANY LLC
ADS PARENT ACQUISITION LLC
ROBERT W. HOWE
WILLIAM H. GALLAGHER
LEE M. KENNEDY
DAVID C. HODGSON
GENERAL ATLANTIC PARTNERS II, L.P.
GAP COINVESTMENT PARTNERS, L.P.
GENERAL ATLANTIC PARTNERS, LLC
(Name of Persons Filing Statement)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
048523104
(CUSIP Number of Class of Securities)
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ROBERT W. HOWE
C/O ATLANTIC DATA SERVICES, INC.
ONE BATTERYMARCH PARK
QUINCY, MA 02169
(617) 770-3333
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on
Behalf of the Persons Filing Statement)
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Copies to:
MITCHELL S. BLOOM, ESQ. JOHN J. EGAN III, ESQ. DOUGLAS A. CIFU, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP DENNIS J. WHITE, ESQ. PAUL, WEISS, RIFKIND, WHARTON &
125 HIGH STREET MCDERMOTT WILL & EMERY GARRISON LLP
BOSTON, MA 02110 28 STATE STREET 1285 AVENUE OF THE AMERICAS
TELEPHONE: (617) 248-7000 BOSTON, MA 02109-1775 NEW YORK, NY 10019-6064
FACSIMILE: (617) 248-7100 TELEPHONE: (617) 535-4000 TELEPHONE: (212) 373-3000
FACSIMILE: (617) 535-3800 FACSIMILE: (212) 757-3990
This statement is filed in connection with (check the appropriate box):
(a) [X] 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) [ ] 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. [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction. [X]
CALCULATION OF FILING FEE
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Transaction Valuation $32,335,808.71* Amount of Filing Fee: $2,615.97**
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* For purposes of calculating the fee only. The amount assumes (i) the
exchange of 9,736,124 shares of common stock, $.01 par value per share (the
"Common Stock"), of Atlantic Data Services, Inc. for a $3.25 per share merger
consideration and (ii) the conversion of options to purchase 389,842 shares of
Common Stock, with an average exercise price of $1.4713, into a right to receive
a cash payment equal to the product of (1) the number of shares underlying such
options and (2) the difference between $3.25 and the per share exercise price of
such options.
** The amount of the filing fee calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934 equals 1/50th of 1% of the value of the
shares to be converted in the merger.
[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: $2,615.97 Filing Party: Atlantic Data Services, Inc.
Form or Registration No.: Schedule 14A Date Filed: August 7, 2003
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INTRODUCTION
This Amendment No. 4 to Rule 13e-3 Transaction Statement on Schedule 13E-3
(the "Schedule 13E-3") relates to an Agreement and Plan of Merger dated as of
July 21, 2003 (as amended from time to time, the "Merger Agreement"), by and
among ADS Acquisition Company LLC, a Massachusetts limited liability company
("Acquisition Company"), ADS Parent Acquisition LLC, a Massachusetts limited
liability company ("Parent LLC") and Atlantic Data Services, Inc., a
Massachusetts corporation (the "Company"). A copy of the Merger Agreement is
filed as Annex A to the Definitive Proxy Statement on Schedule 14A (the "Proxy
Statement") filed by the Company with the Securities and Exchange Commission
(the "Commission") on October 14, 2003. This Schedule 13E-3 is being filed by
Robert W. Howe, William H. Gallagher, Lee M. Kennedy, General Atlantic Partners
II, L.P., a Delaware limited partnership, and GAP Coinvestment Partners, L.P., a
New York limited partnership (the "Principals"), David C. Hodgson, General
Atlantic Partners, LLC, a Delaware limited liability company, the Company,
Acquisition Company, a wholly-owned subsidiary of Parent LLC, and Parent LLC,
which is owned solely by the Principals.
The purpose of this final amendment to the Schedule 13E-3 is to report the
results of the 13e-3 transaction pursuant to Rule 13e-3(d)(3) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
At a special meeting of the stockholders of the Company held on November
12, 2003 (the "Special Meeting"), at which a quorum was present, the Merger
Agreement was approved by approximately 78% of the outstanding shares of common
stock, $.01 par value per share, of the Company (the "Common Stock") entitled to
vote at the Special Meeting.
The merger of Acquisition Company with and into the Company (the "Merger")
became effective on November 12, 2003 upon the filing of the articles of merger
with the Secretary of the Commonwealth of Massachusetts. Pursuant to the terms
of the Merger Agreement, Acquisition Company merged with and into the Company,
with the Company as the surviving company, and each outstanding share of Common
Stock, other than shares held in treasury, shares held by stockholders who
exercise dissenters' rights and 3,400,000 shares then held by the Principals and
their affiliates, was converted into the right to receive $3.25 per share in
cash or approximately $32.3 million in the aggregate (the "Merger
Consideration"). Pursuant to the Merger Agreement, each outstanding option and
warrant to purchase Common Stock that was vested and exercisable as of the
effective time of the Merger was converted into the right to receive an amount
in cash equal to the difference between the per share Merger Consideration and
the per share exercise price of such option or warrant, to the extent such
difference is a positive number. All other options and warrants to acquire
Common Stock were terminated as of the effective time of the Merger. Immediately
prior to the effectiveness of the Merger, the Principals contributed an
aggregate of 3,400,000 shares of Common Stock then held by them to Parent LLC.
As a result, Parent LLC, which is owned solely by the Principals, became the
sole stockholder of the Company.
On November 12, 2003, the Company filed a Form 15 with the Commission
terminating the registration of the Common Stock under the Exchange Act. The
Nasdaq Stock Market, Inc. delisted the Common Stock from the Nasdaq National
Market at the close of business on November 12, 2003.
ITEM 16. EXHIBITS.
REGULATION M-A
ITEM 1016
(a) Definitive Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission on October 14, 2003 and incorporated herein by
reference.
(c)(1) Opinion Letter, dated as of July 21, 2003, from Adams, Harkness &
Hill, Inc. to the Independent Committee of the Board of Directors of the Company
(incorporated herein by reference to Annex B to the Proxy Statement)
(c)(2) Fairness Opinion Presentation, dated as of July 21, 2003, prepared
by Adams, Harkness & Hill, Inc.
(d)(1) Agreement and Plan of Merger, dated as of July 21, 2003, by and
among Acquisition Company, Parent LLC and the Company (incorporated herein by
reference to Annex A to the Proxy Statement)
(d)(2) Form of Voting Agreement, dated as of July 21, 2003, by and between
the Company and the Stockholder (incorporated herein by reference to Annex E to
the Proxy Statement)
(d)(3) Form of Indemnification Agreement, dated as of July 21, 2003, by and
between the Company and the Indemnitee (incorporated herein by reference to
Annex F to the Proxy Statement)
(f) Sections 85 through 98 of Chapter 156B of the General Laws of the
Commonwealth of Massachusetts (incorporated herein by reference to Annex G to
the Proxy Statement)
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SIGNATURES
After due inquiry and to the best of its or his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: November 12, 2003
ATLANTIC DATA SERVICES, INC.
By: /s/ Robert W. Howe
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Robert W. Howe, Chief Executive Officer
ADS ACQUISITION COMPANY LLC
By: /s/ Robert W. Howe
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Robert W. Howe, Manager
ADS PARENT ACQUISITION LLC
By: /s/ Robert W. Howe
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Robert W. Howe, Manager
/s/ Robert W. Howe
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Robert W. Howe
/s/ William H. Gallagher
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William H. Gallagher
/s/ Lee M. Kennedy
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Lee M. Kennedy
/s/ David C. Hodgson
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David C. Hodgson
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Matthew Nimetz
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Matthew Nimetz
A Managing Member
GENERAL ATLANTIC PARTNERS II, L.P.
By: General Atlantic Partners, LLC, Its
general partner
By: /s/ Matthew Nimetz
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Matthew Nimetz
A Managing Member
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GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Matthew Nimetz
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Matthew Nimetz
A General Partner
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EXHIBIT INDEX
(a) Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on October 14, 2003 and incorporated herein
by reference.
(c)(1) Opinion Letter, dated as of July 21, 2003, from Adams,
Harkness & Hill, Inc. to the Independent Committee of the Board of Directors of
the Company (incorporated herein by reference to Annex B to the Proxy Statement)
(c)(2) Fairness Opinion Presentation, dated as of July 21, 2003,
prepared by Adams, Harkness & Hill, Inc.
(d)(1) Agreement and Plan of Merger, dated as of July 21, 2003, by
and among Acquisition Company, Parent LLC and the Company (incorporated herein
by reference to Annex A to the Proxy Statement)
(d)(2) Form of Voting Agreement, dated as of July 21, 2003, by and
between the Company and the Stockholder (incorporated herein by reference to
Annex E to the Proxy Statement)
(d)(3) Form of Indemnification Agreement, dated as of July 21, 2003,
by and between the Company and the Indemnitee (incorporated herein by reference
to Annex F to the Proxy Statement)
(f) Sections 85 through 98 of Chapter 156B of the General Laws of
the Commonwealth of Massachusetts (incorporated herein by reference to Annex G
to the Proxy Statement)
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