SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
ELITE INFORMATION GROUP, INC.
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
28659M106
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(CUSIP Number)
Deirdre Stanley, Esq.
The Thomson Corporation
Metro Center
One Station Place
Stamford, Connecticut 06902
Telephone: (203) 969-8700
Copy to:
Peter A. Rooney, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
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(Name, Address and Telephone Number
of Person Authorized to Receive Notices)
April 2, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), Section 240.13d-1(f) or Section
240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 28659M106 13D Page 2 of 9
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Thomson Corporation
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2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions) WC
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization Ontario, Canada
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7 Sole Voting Power
NUMBER OF 0
SHARES --------------------------------------------------------------
BENEFICIALLY 8 Shared Voting Power
OWNED BY 2,062,937 shares of Common Stock
EACH --------------------------------------------------------------
REPORTING 9 Sole Dispositive Power
PERSON 0
WITH --------------------------------------------------------------
10 Shared Dispositive Power
2,062,937 shares of Common Stock
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,062,937
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions).
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13 Percent of Class Represented by Amount in Row (11) 25.0%
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14 Type of Reporting Person (See Instructions) CO
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CUSIP No. 28659M106 13D Page 3 of 9
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Gulf Acquisition Corp.
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2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions) WC
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization State of Delaware
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7 Sole Voting Power
NUMBER OF 0
SHARES --------------------------------------------------------------
BENEFICIALLY 8 Shared Voting Power
OWNED BY 2,062,937 shares of Common Stock
EACH --------------------------------------------------------------
REPORTING 9 Sole Dispositive Power
PERSON 0
WITH --------------------------------------------------------------
10 Shared Dispositive Power
2,062,937 shares of Common Stock
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,062,937
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions).
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13 Percent of Class Represented by Amount in Row (11) 25.0%
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14 Type of Reporting Person (See Instructions) CO
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CUSIP No. 28659M106 13D Page 4 of 9
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement relates is
the common stock, par value $0.01 per share (the "Common Stock"), of Elite
Information Group, Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 5100 West Goldleaf Circle, Los
Angeles, California 90056.
ITEM 2. IDENTITY AND BACKGROUND
The persons listed in numbers 1 and 2 below are the persons filing
this joint statement.
1. a. The Thomson Corporation is a corporation formed under the laws of
Ontario, Canada ("Thomson").
b. The address of the principal office of Thomson is Metro Center, One
Station Place, Stamford, Connecticut 06902.
c. The Thomson Corporation is a leading provider of integrated
information solutions to the business and professional marketplace.
Thomson is comprised of four market groups. The Legal & Regulatory
group is a leading provider of integrated information and
software-based solutions for legal, tax, accounting, intellectual
property, compliance and business professionals. The Learning group
provides a wide range of tailored learning solutions to colleges,
universities, professors, students, libraries, reference centers,
government agencies, corporations and professionals. The Financial
group provides a broad range of financial products and information
solutions to the global financial services industry, including
investment bankers, sales and trading professionals, investment
managers, retail brokers, financial planners and corporate
executives. The Scientific & Healthcare group provides integrated
information solutions to researchers, physicians and other
professionals in the academic, corporate and healthcare sectors.
d. During the last five years, Thomson has not been convicted in any
criminal proceeding.
e. During the last five years, Thomson has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is or was subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
2. a. Gulf Acquisition Corp. is a corporation incorporated under the laws
of the State of Delaware ("Purchaser").
b. The address of the principal office of Purchaser is The Thomson
Corporation, Metro Center, One Station Place, Stamford, Connecticut
06902.
CUSIP No. 28659M106 13D Page 5 of 9
c. Purchaser is an indirect wholly owned subsidiary of Thomson.
d. During the last five years, Purchaser has not been convicted in any
criminal proceeding.
e. During the last five years, Purchaser has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is or was subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Thomson and Purchaser are referred to collectively in this Schedule
13D as the "Reporting Persons." The name, citizenship, business address and
present principal occupation or employment, as well as the name and address of
any corporation or other organization in which such occupation or employment is
conducted, of each of the directors and executive officers of the Reporting
Persons are set forth in Schedule I to the Offer to Purchase (as defined below),
which is incorporated herein by reference. During the last five years, to the
knowledge of the Reporting Persons, no person named in such Schedule I with
respect to that particular corporation has been (i) convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is or was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On April 2, 2003, Thomson, Purchaser and the Issuer entered into an
Agreement and Plan of Merger (the "Merger Agreement"), which provides, among
other things, that Purchaser will commence an offer to purchase any and all of
the issued and outstanding shares of Common Stock of the Issuer 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, and in the related Letter of Transmittal (which, together with
the Offer to Purchase and any amendments or supplements thereto, collectively
constitute the "Offer").
Concurrently with entering into the Merger Agreement, 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 (collectively, the "Significant Stockholders") entered into a
Stockholders Agreement, dated as of April 2, 2003 pursuant to which the
Significant Stockholders agreed, among other things, to (i) validly tender (and
not withdraw) their Shares into the Offer and (ii) grant a proxy to Purchaser to
vote their Shares in favor of the Merger, if applicable.
CUSIP No. 28659M106 13D Page 6 of 9
The information set forth in "Section 9. Financing of the Offer and
the Merger" of the Offer to Purchase is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
(a)-(g) and (j) The information set forth in "Section 10. Background
of the Offer; the Merger Agreement and Related Agreements," "Section 11. Purpose
of the Offer; Plans for the Company After the Offer and the Merger" and "Section
12. Dividends and Distributions" of the Offer to Purchase are incorporated
herein by reference.
(h) and (i) The information set forth in "Section 13. Possible
Effects of the Offer on the Market for Shares, Nasdaq Listing, Margin
Regulations and Exchange Act Registration" of the Offer to Purchase is
incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(d) The information set forth in "Introduction," "Section 8.
Certain Information Concerning Thomson and Purchaser," "Section 10. Background
of the Offer; the Merger Agreement and Related Agreements" and "Section 11.
Purpose of the Offer; Plans for the Company After the Offer and the Merger" of
the Offer to Purchase are incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OF RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The information set forth in "Introduction," "Section 8. Certain
Information Concerning Thomson and Purchaser," "Section 10. Background of the
Offer; the Merger Agreement and Related Agreements" and "Section 11. Purpose of
the Offer; Plans for the Company After the Offer and the Merger" of the Offer to
Purchase are incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(2)(a) - Offer to Purchase, dated April 11, 2003.
(2)(b) - Agreement and Plan of Merger, dated as of April 2, 2003, among
Thomson, Purchaser and the Issuer.
(2)(c) - 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.
(2)(d) - Employment Agreement, dated as of April 10, 2003, between the
Company and Christopher K. Poole.
(2)(e) - Confidentiality Agreement, dated as of October 7, 2002, between
Thomson and the Issuer.
CUSIP No. 28659M106 13D Page 7 of 9
(2)(f) - Joint Filing Agreement, dated as of April 11, 2003, between the
Reporting Persons pursuant to Rule 13d-1(k)(1)(iii).
(3) - See Exhibits (2)(a)-(2)(f)
CUSIP No. 28659M106 13D Page 8 of 9
After reasonable 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 11, 2003
THE THOMSON CORPORATION
By: /s/ Edward A. Friedland
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Name: Edward A. Friedland
Title: Assistant Secretary
GULF ACQUISITION CORP.
By: /s/ Edward A. Friedland
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Name: Edward A. Friedland
Title: Vice President
CUSIP No. 28659M106 13D Page 9 of 9
EXHIBIT INDEX
Exhibit No. Description
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(2)(a) - Offer to Purchase, dated April 11, 2003.
(2)(b) - Agreement and Plan of Merger, dated as of April 2, 2003, among
Thomson, Purchaser and the Issuer.
(2)(c) - 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.
(2)(d) - Employment Agreement, dated as of April 10, 2003, between the
Company and Christopher K. Poole.
(2)(e) - Confidentiality Agreement, dated as of October 7, 2002,
between Thomson and the Issuer.
(2)(f) - Joint Filing Agreement, dated as of April 11, 2003, between
the Reporting Persons pursuant to Rule 13d-1(k)(1)(iii).