| J.D. Edwards & Co. | |||
| (www.jdedwards.com) | |||
| Ticker: | JDEC | 8055 East Tufts Avenue | |
| Exchange: | NASDAQ-National Market | Denver, CO 80237 | |
| Industry: | High-Tech (SIC Code 7372) | (303) 488-4000 | |
| Type of Shares: | Common Shares | Filing Date: | 7/3/97 | |
| U.S. Shares: | 12,640,000 | Offer Date: | 9/23/97 | |
| Non-U.S. Shares: | 3,160,000 | Filing Range: | $15.00 - $17.00 | |
| Primary Shares: | 12,500,000 | Offer Price: | $23.00 | |
| Secondary Shares: | 3,300,000 | Gross Spread: | $1.21 | |
| Offering Amount: | $252,800,000 | Selling: | $0.70 | |
| Expenses: | $1,400,000 | Reallowance: | $0.10 | |
| Shares Out After: | - |
| Manager | Tier | Phone |
| Morgan Stanley Dean Witter Discover & Co. | Lead Manager | (212) 761-5900 |
| Deutsche Morgan Grenfell | Co-manager | (212) 469-5600 |
| Robertson, Stephens & Company | Co-manager | (415) 989-8500 |
| Issuer's Law Firm: | Wilson, Sonsini, Goodrich & Rosati |
| Bank's Law Firm: | Gunderson Dettmer Stough Villeneuve Franklin |
| Auditor: | Price Waterhouse |
| Registrar/Transfer Agent: | Harris Trust Company of California |
Dollar amounts in U.S. millions except for per share data | |||||
| 6 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 10/31/96 | 4/30/97 | 4/30/96 | 4/30/97 | ||
| Revenue: | $478.77 | $268.68 | $208.05 | Assets: | $276.42 |
| Net Income: | $26.33 | $7.18 | $5.94 | Curr Assets: | |
| EPS: | $0.30 | $0.08 | $0.07 | Liabilities: | $199.88 |
| Prior EPS: | $0.22 | $7.48 | $22.00 | Curr Liabilities: | |
| Cash Flow/Oper: | $42.36 | Equity: | $76.55 | ||
| Cash Flow/Fin: | Cash: | ||||
| Cash Flow/Inv: | |||||
| Business Description |
| The company develops, markets and supports highly functional Enterprise Resource Planning software solutions that operate on multiple computing platforms and are designed to accelerate customers' time to benefit and lower customer's cost of ownership. The Company's integrated software application suites support manufacturing, finance, distribution/logistics and human resources operations for multi-site and multinational organizations. Through its Configurable Network Computing architecture, the Company's ERP software is specifically designed to enable customers to change technology and/or business practices while minimizing costs and business interruptions. The Company provides implementation, training and support services designed to enable customers to rapidly achieve the benefits of the Company's ERP solutions. The Company has developed and marketed ERP solutions for over 20 years, principally for operation on AS/400 and other IBM mid-range systems and, more recently, on leading UNIX and Windows NT servers through Windows- and Internet browser-enabled desktop clients. The Company's family of application suites is designed to improve most organizations' core business processes. In addition, the Company extends its application suites to address certain vertical markets with specific configurations, templates and additional software features designed to meet these industries' needs. |
| Competition |
| The market for ERP software solutions is intensely competitive, subject to rapid technological change and significantly affected by new product introductions and other market activities of industry participants. The Company's products are designed and marketed for the AS/400 market and, more recently, for leading UNIX and NT servers. The Company's primary competition comes from a large number of independent software vendors including: (i) companies offering products that run on the AS/400 platform and other mid-range computers, including System Software Associates, Inc., Marcam Corporation, Infinium Software, Inc. (formerly Software 2000) and JBA Holdings plc; (ii) companies offering products that run on UNIX- or Windows NT-based systems in a client/server environment, such as SAP, Baan, PeopleSoft and Oracle; and (iii) companies offering either standard or fully customized products that run on mainframe computer systems, such as SAP. Additionally, the Company faces indirect competition from suppliers of custom developed business applications software that focus mainly on proprietary mainframe and mid-range computer-based systems, such as systems consulting groups of major accounting firms and from IT departments of potential customers that develop systems internally. The Company's competitors currently offer products that run on the AS/400 platform and UNIX and NT servers or have announced their intent to introduce such products in the near future. As a result, the Company will experience increased competition. There can be no assurance that the Company will be able to successfully compete with new or existing competitors or that such competition will not have a material adverse effect on the Company's business, operating results or financial condition. Many of the Company's competitors, and SAP and Oracle in particular, have significantly greater financial, technical, marketing and other resources than the Company, as well as wider name recognition and a larger installed customer bases. Moreover, the Company has traditionally competed only in the AS/400 market, which primarily consists of mid-sized organizations, and has only recently entered the UNIX and NT markets. In contrast, each of SAP, Baan, PeopleSoft and Oracle, has significantly more experience and name recognition with UNIX and NT, implementations and platforms, name recognition with potential UNIX and NT customers, and reference accounts with UNIX and NT customers. Accordingly, such competitors have significantly more customers in the UNIX and NT markets to use as references when competing against the Company. Additionally, several of the Company's competitors have well-established relationships with current and potential customers of the Company. These relationships may prevent the Company from competing effectively in divisions or subsidiaries of such customers. |
| Business Plan |
| The company's objective is to strengthen and expand its position as a leading supplier of ERP software and services. The key elements of the company's strategy are as follows: (I) Leverage Leadership Position in Middle Market, (ii) Leverage Development Resources Through Advanced Technologies, (iii) Expand Vertical market Focus, (iv) Provide High Quality Services Directly and Through Third Parties, (v) Expand Strategic Relationships and (vi) Extend Global Presence. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used for general corporate purposes including working capital. |
| Name of Shareholder | % Owned Before | % Owned After |
| C. Edward McVancy | 46.60% | |
| Jack L. Thomspon | 16.30% | |
| Robert C. Newman | 13.90% | |
| J.D. Edwards & Company ESOP | 11.00% |
| Officer Name | Title | Age |
| C. Edward McVaney | Chairman, President and Chief Executive Officer | 56 |
| Douglas S. Massingill | Executive Vice President and Chief Operating Officer | 39 |
| Richard E. Allen | Vice President , Finance and Administration, Chief Financial Officer and Director | 40 |
| David E. Girard | Vice President and General Manager of the East Area | 42 |
| Daniel B. Snyder | Vice President and General Manager of the Midwest Area | 39 |
| Jack D. Schneider | Vice President and General Manager of the South Area | 52 |
| David M. Neal | Vice President and General Manager of the West Area | 36 |
| Pamela L. Saxton | Vice President of Finance, Controller and Chief Accounting Officer | 44 |
| Paul E. Covelo | Vice President of International Operations | 42 |
| Richard G. Snow, Jr. | Vice President, Gneral Counsel and Secretary | 51 |