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HTE Corrects Tyler's Recent Statements.


Business Editors & High-Tech high-tech also hi-tech
adj. Informal
Of, relating to, or resembling high technology.


high-tech
Adjective

same as hi-tech

Adj. 1.
 Writers

LAKE MARY Lake Mary may refer to:
  • Lake Mary, Florida, a town in Florida
  • Lake Mary Township, Minnesota, a township in Douglas County, Minnesota
  • Lake Mary (Arizona), a reservoir south east of Flagstaff, Arizona
  • Lake Mary, a lake in McLeod County, Minnesota
, Fla.--(BUSINESS WIRE)--Oct. 23, 2000

HTE HTE Hírközlési És Informatikai Tudományos Egyesület (Hungary)
HTE High Temperature Electronics
HTE HazMat Trucking Enforcer (software)
HTE HighTech Engineering
HTE High Tension Electrode
HTE High Turnover of Employees
 Inc. (Nasdaq:HTEI), a leading provider of enterprise-wide software solutions for public-sector organizations and utilities worldwide, today stated corrections to several statements in the Tyler Tyler, city (1990 pop. 75,450), seat of Smith co., E Tex.; inc. 1850. In the heart of the rich East Texas oil field, Tyler has refineries and other oil-based industries.  Technologies Inc. (NYSE NYSE

See: New York Stock Exchange
:Tyl) press release dated Oct. 20, 2000.

"It is very unfortunate that Tyler has again used the public forum of press releases to communicate with HTE. Tyler's press releases undermine the confidence of HTE's employees, customers and shareholders. The number of inaccurate statements in Tyler's most recent press release particularly disturbs us. HTE's board of directors and executive management team is determined to set the record straight. Our dedicated employees, loyal customers and shareholders should know the truth," said HTE Chairman Bernard Ber·nard , Claude 1813-1878.

French physiologist noted for his study of the digestive and nervous systems.
 B. Markey Markey is the surname of the following American politicians:
  • Betsy Markey
  • Ed Markey
.

Tyler's Statement -- Tyler confirmed its long-term Long-term

Three or more years. In the context of accounting, more than 1 year.


long-term

1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term.
 commitment to consider, pursue and attempt to present to HTE management and its stockholders all opportunities that will maximize value for all HTE stockholders.

HTE's Response -- Tyler has never presented any proposal to HTE's board or management. Tyler expressed an interest in making a proposal to HTE but never made a formal proposal to HTE's board. HTE shareholders should be aware of Tyler's status as a direct competitor of HTE that aggressively competes against HTE for new business. As a public company, Tyler's board and its management are legally obligated ob·li·gate  
tr.v. ob·li·gat·ed, ob·li·gat·ing, ob·li·gates
1. To bind, compel, or constrain by a social, legal, or moral tie. See Synonyms at force.

2. To cause to be grateful or indebted; oblige.
 to serve the interest of Tyler's shareholders first; HTE's shareholders are a distant second.

Tyler's Statement -- Tyler said that it has abandoned its previously announced intention to propose to HTE management a business combination of the two companies, in light of HTE management's continued refusal to meet with Tyler.

HTE's Response -- HTE's chairman, the executive vice president and general counsel, and representatives of HTE's investment advisory firm, Broadview Broadview can refer to:
  • Broadview, Illinois
  • Broadview, Montana
  • Broadview, Seattle, Washington
  • Broadview Creek
  • Broadview Heights, Ohio
  • Broadview Park, Florida
  • Broadview-Pompano Park, Florida
  • Broadview, South Australia
 International, met with Tyler's chairman, president and other executive officers in the fall of 1999. At that meeting, Tyler repeated its previously communicated position that "it had an interest" in proposing a merger of the two companies, but as noted above, Tyler never presented a proposal for the HTE board of directors to consider.

HTE's board believes that a combination with Tyler, should one be proposed, would not be in the best interests of HTE's shareholders for many reasons, including: the significant business risks associated with Tyler's multi-year assimilation Assimilation

The absorption of stock by the public from a new issue.

Notes:
Underwriters hope to sell all of a new issue to the public.
See also: Issuer, Underwriting



Assimilation
 strategy for its disparate acquisitions, Tyler's history of losses, Tyler's low-cash position and the financial risks associated with Tyler's negative tangible net worth Tangible Net Worth

Total assets less intangible assets and total liabilities.

Notes:
In terms of a consumer, tangible net worth is the sum of all your tangible assets (cash, home, cars, etc).
 and very significant debt.

The concern about Tyler's debt was validated val·i·date  
tr.v. val·i·dat·ed, val·i·dat·ing, val·i·dates
1. To declare or make legally valid.

2. To mark with an indication of official sanction.

3.
 recently when Tyler, as reported in its filings with the SEC, defaulted under the financial covenants of its credit facility. In connection with remedying the default on its credit facility, of which there was an approximate outstanding loan balance of $71.8 million as of June 30, 2000, Tyler reported in its SEC filings that it must reduce its credit line under such facility by approximately $22 million by Nov. 30, 2000.

To do that Tyler intends to sell certain assets. Tyler recently completed the sale of one business unit. Under the agreement with its banks, Tyler must pay down its credit facility by an additional $1.5 million on the last day of each month, starting on Dec. 31, 2000 and continuing through Oct. 2, 2001. By contrast, HTE has more than $6.5 million in cash and no significant debt. Because of HTE's much stronger financial position and undervalued Undervalued

A stock or other security that is trading below its true value.

Notes:
The difficulty is knowing what the "true" value actually is. Analysts will usually recommend an undervalued stock with a strong buy rating.
 share price, HTE offered to lead a group to buy back Tyler's stake in HTE when Tyler's bank issues came to light.

The HTE board of directors believes HTE shareholders would be far better served by having HTE remain independent and allowing Joseph M. Loughry, HTE's chief executive officer, to lead HTE's dedicated employees in executing the strategic plan outlined in the third quarter earnings release and conference call.

Tyler's Statement -- Protection from HTE management's conflict of interest as to DemandStar.com Inc. (OTC Bulletin Board OTC Bulletin Board

An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system.
:DMND). This statement raised concerns about inter-company transactions, officer and director ownership of HTE and DemandStar and potential conflicts of interest between the boards of the companies.

HTE's Response -- As documented in HTE's filings with the SEC, since May 2000, HTE does not possess or exercise control over DemandStar.com. Inc. The principal goal of HTE's spin-off The situation that arises when a parent corporation organizes a subsidiary corporation, to which it transfers a portion of its assets in exchange for all of the subsidiary's capital stock, which is subsequently transferred to the parent corporation's shareholders.  of DemandStar was to position DemandStar as an independently owned and managed business, so that it could more effectively pursue its strategic business plan and raise the necessary additional equity capital. The offering accomplished both of these objectives. In fact, HTE has not loaned money to nor engaged in any material or significant business or other transaction with DemandStar since the closing of the rights offering in early May 2000. DemandStar will most likely have a secondary offering of its capital stock in the future that will increase the number of shares outstanding and further reduce the current minority position of HTE and HTE's directors in DemandStar.

Tyler's press release also inappropriately asserted that HTE's officers and directors as a group own 2.8% of HTE's outstanding common stock and compared that ownership to an asserted combined 32.7% ownership and option holdings in DemandStar. These figures are not correct as of this date. First, Tyler did not include HTE's options in calculating the HTE percentage but did include options when calculating the DemandStar figure. The correct current level of HTE stock holdings and options for HTE executive officers and directors is approximately 9%.

HTE shareholders will be pleased to know that members of the board of directors have been purchasing HTE's shares in the open market over the past several months at prices significantly higher than HTE's current share price. HTE's directors and officers presently own HTE stock acquired for over $2.5 million in consideration. HTE's management and directors have a very significant financial stake in HTE and are working hard to ensure HTE is successful.

Tyler's statement regarding DemandStar ownership by HTE officers and directors as a group is also inaccurate. First, to be clear, HTE and DemandStar have separate and independent full-time executive management teams. Second, options and warrants were issued to acquire "authorized au·thor·ize  
tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es
1. To grant authority or power to.

2. To give permission for; sanction:
 but not yet outstanding" shares of DemandStar, not to acquire "outstanding shares," as Tyler stated. The correct figure to use in calculating the potential stock ownership should include options and warrants outstanding. The conversion of preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 is also generally included in such calculations; therefore, the correct figure for DemandStar ownership by HTE officers and directors is slightly more than 20%, not the 32.7% asserted by Tyler.

Nearly half of these DemandStar holdings were purchased in the rights offering or the open market at prices equal to, or greater than, $1.00 per share. The HTE directors who serve on DemandStar's board have invested nearly $1 million of their own cash in DemandStar, with approximately half of that investment made by O. F. Ramos, DemandStar's chief executive officer. Ramos also serves on HTE's board of directors. HTE shareholders can rest assured that Ramos has a significant incentive to see HTE succeed, because he owns more than 200,000 shares of HTE common stock. To conclude on the issue of shares purchased in both companies by HTE officers and directors, the amount invested in HTE by those individuals is approximately 2.5 times the amount they have invested in DemandStar.

Most of the other DemandStar holdings represent options issued to O. F. Ramos. The majority of Ramos' DemandStar options were issued to him as chief executive officer of DemandStar and will vest only if performance criteria are met. The DemandStar board of directors believes it is in DemandStar shareholders' best interest to have Ramos heavily incentivized to successfully lead the DemandStar team. Since HTE has an investment in the capital stock of DemandStar, its shareholders will also benefit if Ramos and the DemandStar team are successful.

The HTE and DemandStar boards are very concerned that shareholders of both companies are treated fairly in the event a conflict arises. The HTE board has created a conflict of interest committee composed of its two directors who are not directors or officers of DemandStar. George P. Keeley and Joseph M. Loughry will address any issue involving DemandStar. DemandStar has also added an independent director who will represent DemandStar shareholders in the event a conflict of interest with HTE arises. Both HTE and DemandStar are adding more independent directors who will not serve on each other's boards. All the new independent directors will join each respective company's conflict of interest committee.

Tyler's Statement -- DemandStar.com (an investment that has significantly diminished di·min·ish  
v. di·min·ished, di·min·ish·ing, di·min·ish·es

v.tr.
1.
a. To make smaller or less or to cause to appear so.

b.
 in value).

HTE's Response -- During the past several months, stock values of most companies, particularly technology and Internet-related stocks, have declined, including DemandStar. As a matter of fact, since May 15, 2000, the date DemandStar's stock began trading, Tyler's common stock has fallen approximately 57%. Notwithstanding the depressed stock market, DemandStar continues to execute successfully in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with its strategic business plan and is the leader in the bid segment of the local government B2G (Business to Government) Refers to commercial enterprises selling to government agencies. See B2B.  market. As reported recently, DemandStar has grown rapidly with more than 175 government agencies under contract for its B2G internet procurement The fancy word for "purchasing." The procurement department within an organization manages all the major purchases.  services. Furthermore, the directors and officers of HTE and DemandStar have demonstrated their continued confidence in the business prospects of both companies by purchasing HTE's and DemandStar's common stock in the open market from time to time. Also, HTE's board has authorized a repurchase re·pur·chase  
tr.v. re·pur·chased, re·pur·chas·ing, re·pur·chas·es
To buy (something) again.

n.
The act of buying something that one previously sold or owned.

Noun 1.
 of up to 1,800,000 of its common stock, under which HTE has purchased 124,000 shares and intends to purchase more. In contrast, as indicated by filings with the SEC, Tyler and members of its executive management have sold Tyler's capital stock from time to time.

Tyler's Statement -- It intends to vote its shares at the HTE annual meeting to the fullest extent allowed under Florida law The jurisprudence of this state offers major differences from doctrines prevailing in the United States at either the federal level or that of the various states.

Homestead exemption from forced sale, the dangerous instrumentality doctrine, the right to privacy, and the Williams
 against each of the recommendations of HTE's board of directors.

HTE's Response -- HTE reiterates its previously stated position that it will fully comply with the Florida Control Share Statute. Under the terms of that statute, the question of whether the Tyler shares should receive voting rights Voting rights

The right to vote on matters that are put to a vote of security holders. For example the right to vote for directors.


voting rights

The type of voting and the amount of control held by the owners of a class of stock.
 must be put to a vote of the HTE shareholders once. The vote at this year's annual meeting will be that one required vote. Tyler will be entitled en·ti·tle  
tr.v. en·ti·tled, en·ti·tling, en·ti·tles
1. To give a name or title to.

2. To furnish with a right or claim to something:
 to vote its shares in the future, as the statute provides, only if the majority of the other HTE shareholders vote to restore such right. Unless and until such event, Tyler's shares will have no vote at all.

"Tyler does not have any influence or say in the operations or strategy of HTE," said Bernard B. Markey, HTE's chairman.

HTE Inc.

HTE Inc. develops, markets, implements and supports fully integrated enterprise-wide software applications designed specifically for public-sector organizations and utilities. With more than 1,600 customers worldwide, HTE Inc. is an industry-leading software solutions provider. The company's customers include states, cities, counties, corrections, justice and public safety agencies, public and private utilities, school districts, transit authorities and other public sector agencies.

Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 that involve risks and uncertainties detailed in HTE's filings with the Securities and Exchange Commission, including risks summarized in HTE's Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for its fiscal year ended Dec. 31, 1999 (file No. 0-22657). For more information on HTE's products and services, call 407/304-3235 or toll free at 800/727-8088, or visit HTE's Web site at www.hteinc.com.
COPYRIGHT 2000 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2000, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Oct 23, 2000
Words:1904
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