<SUBMISSION>
<ACCESSION-NUMBER>0000950144-00-010530
<TYPE>SC TO-T/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20000816
<GROUP-MEMBERS>HARLAND JOHN H CO
<GROUP-MEMBERS>JH ACQUISITION CORP.
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>CFI PROSERVICES INC
<CIK>0000908180
<ASSIGNED-SIC>7372
<IRS-NUMBER>930704365
<STATE-OF-INCORPORATION>OR
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T/A
<ACT>34
<FILE-NUMBER>005-45577
<FILM-NUMBER>703798
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>400 S W SIXTH AVE
<STREET2>SUITE 200
<CITY>PORTLAND
<STATE>OR
<ZIP>97204
<PHONE>5032747280
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>400 S W SIXTH AVE
<STREET2>STE 200
<CITY>PORTLAND
<STATE>OR
<ZIP>97204
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>HARLAND JOHN H CO
<CIK>0000045599
<ASSIGNED-SIC>2780
<IRS-NUMBER>580278260
<STATE-OF-INCORPORATION>GA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2939 MILLER RD
<CITY>DECATUR
<STATE>GA
<ZIP>30035
<PHONE>7709819460
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2939 MILLER RD
<CITY>DECATUR
<STATE>GA
<ZIP>30039
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC TO-T/A
<SEQUENCE>1
<FILENAME>scto-ta.txt
<DESCRIPTION>CONCENTREX INCORPORATED
<TEXT>

<PAGE>   1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ---------------------

                                   SCHEDULE TO
                                 (RULE 14D-100)
            TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 2)

                              ---------------------

                             CONCENTREX INCORPORATED
                            (Name of Subject Company)

                              JH ACQUISITION CORP.
                                       and
                             JOHN H. HARLAND COMPANY
                                   (Offerors)
    (Names of Filing Persons (identifying status as offeror, issuer or other
                                    person))

                      COMMON STOCK, NO PAR VALUE PER SHARE
                         (Title of Class of Securities)

                                    20589S105
                      (Cusip Number of Class of Securities)

                              JH ACQUISITION CORP.
                           C/O JOHN H. HARLAND COMPANY
                                2939 MILLER ROAD
                             DECATUR, GEORGIA 30035
                              ATTN: JOHN C. WALTERS
                            TELEPHONE: (770) 593-5617
            (Name, Address and Telephone Number of Person Authorized
          to Receive Notices and Communications on Behalf of Offerors)

                              ---------------------
                                    Copy To:
                              ALAN J. PRINCE, ESQ.
                             MARK E. THOMPSON, ESQ.
                                 KING & SPALDING
                              191 PEACHTREE STREET
                           ATLANTA, GEORGIA 30303-1763
                            TELEPHONE: (404) 572-4600
                              ---------------------

                            CALCULATION OF FILING FEE
--------------------------------------------------------------------------------
              TRANSACTION VALUATION                AMOUNT OF FILING FEE*
--------------------------------------------------------------------------------

                  $41,968,619                            $8,394
--------------------------------------------------------------------------------

  * For the purpose of calculating the fee only, this amount assumes the
    purchase of 5,995,517 shares of common stock, no par value per share, of
    Concentrex Incorporated at $7.00 per share. Such number includes all
    outstanding shares as of July 17, 2000, and assumes the exercise of all
    in-the-money stock options to purchase shares of Common Stock which are
    outstanding as of such date.

<PAGE>   2



[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:   $8,394        Filing Party: John H. Harland Company
                                                      JH Acquisition Corp.
Form or Registration No.: Schedule TO   Date Filed:   July 21, 2000

[ ]Check the box if the filing relates solely to preliminary communications
   made before the commencement of a tender offer.

   Check the appropriate boxes below 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.
    [X] 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: [ ]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


<PAGE>   3

                                                                     Page 2 of 5


         This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission on July 21, 2000 and as amended on August 9, 2000, by John H. Harland
Company, a Georgia corporation ("Harland"), and JH Acquisition Corp., an Oregon
corporation and a wholly owned subsidiary of Harland (the "Offeror"). The
Schedule TO relates to the offer by the Offeror to purchase all the outstanding
shares of common stock, no par value (the "Shares"), of Concentrex Incorporated,
an Oregon corporation ("Concentrex"), at a purchase price of $7.00 per Share,
net to the seller in cash, less any required withholding taxes and without
interest thereon (the "Offer Price"), upon the terms and subject to the
conditions set forth in the related offer to purchase dated July 21, 2000 (the
"Offer to Purchase"), and in the related letter of transmittal (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer").

ITEMS 1 THROUGH 9, 11 and 12

         Items 1 through 9, 11 and 12 of the Schedule TO which incorporate by
reference the information contained in the Offer to Purchase are hereby amended
as follows:

         1.       The second full paragraph of the section of the Offer to
                  Purchase entitled "Certain Information Concerning Concentrex"
                  on pages 14 and 15 is hereby amended and restated to read in
                  its entirety as follows:

                           "Certain Financial Projections for Concentrex. Prior
                  to entering into the Merger Agreement, Harland conducted a due
                  diligence review of Concentrex and in connection with such
                  review received certain non-public information provided by
                  Concentrex, including certain projected financial information
                  (the "Projections") for the years ended December 31, 2000
                  through 2002 and preliminary results for the three and six
                  months ended June 30, 2000, each as set forth below.
                  Concentrex does not in the ordinary course publicly disclose
                  projections and the Projections were not prepared with a view
                  to public disclosure. Accordingly, none of Concentrex, Harland
                  or the Offeror intends to, and specifically declines any
                  obligation to, update or otherwise revise the Projections to
                  reflect circumstances existing since their preparation or to
                  reflect the occurrence of unanticipated events, even if any or
                  all of the Projections are shown to be in error. Also, none of
                  Concentrex, Harland or the Offeror intends to, and
                  specifically declines any obligation to, update or revise the
                  Projections to reflect changes in general economic or industry
                  conditions. Concentrex has advised Harland and the Offeror
                  that the Projections represent what Concentrex believes to be
                  a reasonable estimate of Concentrex's future financial
                  performance and reflect significant assumptions and subjective
                  judgments by Concentrex's management regarding industry
                  performance and general business and economic conditions. In
                  particular, Concentrex assumed (a) a dramatic acceleration of
                  product sales growth in excess of historical results, (b) that
                  Concentrex would have sufficient cash flow to fund its
                  operations and (c) that Concentrex's rate of profitability
                  would increase in a manner consistent with revenue growth. The
                  Projections do not give effect to the Offer or the potential
                  combined operations of Harland and Concentrex. The Projections
                  are set forth below in this Offer to Purchase for the limited
                  purpose of giving the holders of the Shares access to the
                  material financial projections prepared by Concentrex's
                  management that were made available to Harland and the Offeror
                  in connection with the Merger Agreement and the Offer.

<PAGE>   4

                                                                     Page 3 of 5


                           HARLAND AND THE OFFEROR, AFTER DISCUSSIONS WITH
                  CONCENTREX, BELIEVE THAT THE PROJECTIONS, AS A WHOLE, WOULD
                  NOT BE ATTAINABLE FOR CONCENTREX ON A STAND-ALONE BASIS. Based
                  on the year-to-date results of Concentrex which were reviewed
                  by Harland, as well as Harland's assessment of the
                  sustainability of the growth rates of Concentrex, Harland
                  concluded that the Projections would not, as a whole, be
                  attainable. In particular, Harland believes that the
                  Projections are not attainable primarily because the revenue
                  is overstated for the periods indicated. In addition, Harland
                  believes that the projected cost of revenue and operating
                  expenses are understated in relation to the levels of
                  projected revenue."

         2.       Item 12 of the Schedule TO is hereby amended and supplemented
                  to add:

                  "(a)(13)          Press Release issued by Harland on August
                                    16, 2000."




<PAGE>   5

                                                                     Page 4 of 5


                                    SIGNATURE

         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.

                                      JOHN H. HARLAND COMPANY
                                      By:        /s/ JOHN C. WALTERS
                                        ----------------------------------------
                                        Name: John C. Walters
                                        Title: Vice President

                                      JH ACQUISITION CORP.
                                      By:        /s/ JOHN C. WALTERS
                                        ----------------------------------------
                                        Name: John C. Walters
                                        Title: Vice President

Date: August 16, 2000



<PAGE>   6

                                                                     Page 5 of 5


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.         Exhibit Name
-----------         ------------
<S>                 <C>
*(a)(1)             Offer to Purchase dated July 21, 2000.
*(a)(2)             Form of Letter of Transmittal.
*(a)(3)             Form of Notice of Guaranteed Delivery.
*(a)(4)             Form of Letter from the Information Agent to Brokers,
                    Dealers, Commercial Banks, Trust Companies and Nominees.
*(a)(5)             Form of Letter to Clients for use by Brokers, Dealers,
                    Commercial Banks, Trust Companies and Nominees.
*(a)(6)             Guidelines for Certification of Taxpayer Identification
                    Number on Substitute Form W-9.
*(a)(7)             Summary Advertisement as published on July 21, 2000.
*(a)(8)             Press Release issued by Harland on July 17, 2000.
*(a)(9)             Press Release issued by Harland on July 21, 2000.
*(a)(10)            Press Release issued by Harland on August 7, 2000.
*(a)(11)            Transcript from Harland analyst conference call on July 17,
                    2000.
*(a)(12)            Excerpts from the transcript from Harland analyst conference
                    call on July 24, 2000 relating to the Concentrex transaction.
 (a)(13)            Press Release issued by Harland on August 16, 2000.
*(b)                Commitment Letter dated July 26, 2000 from SunTrust Bank and
                    SunTrust Equitable Securities, together with the related
                    Summary of Terms and Conditions
*(d)(1)             Agreement and Plan of Merger, dated as of July 17, 2000, by
                    and among John H. Harland Company, JH Acquisition Corp. and
                    Concentrex Incorporated. (Incorporated by reference from
                    Appendix A to the Offer to Purchase filed as Exhibit (a)(1)
                    hereto.)
*(d)(2)             Form of Tender Agreement, dated July 17, 2000, by and among
                    the Tendering Stockholders, John H. Harland Company and JH
                    Acquisition Corp. (Incorporated by reference from Appendix B
                    to the Offer to Purchase filed as Exhibit (a)(1) hereto.)
</TABLE>

------------------------------------
* Previously filed.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(13)
<SEQUENCE>2
<FILENAME>ex99-a13.txt
<DESCRIPTION>PRESS RELEASE ISSUED ON 8/16/2000
<TEXT>

<PAGE>   1



                                                               Exhibit (a)(13)
NEWS RELEASE                                                                   H
                                             PO Box 105250, Atlanta, GA  30348
                                                                (770) 981-9460
                                                               www.harland.net


FOR MORE INFORMATION, CONTACT:

Victoria P. Weyand, Vice President of Communications
770-593-5127
vweyand@harland.net


                     HARLAND FILES AMENDMENT TO SCHEDULE TO

ATLANTA (August 16, 2000) - John H. Harland Company (NYSE: JH) announced that it
plans to file today an amendment to its tender offer statement regarding the
acquisition of Concentrex Incorporated (Nasdaq: CCTX) filed on Schedule TO with
the Securities and Exchange Commission (SEC) to incorporate additional comments
from the SEC.

Harland has filed a tender offer statement with the SEC and Concentrex has filed
a solicitation/recommendation statement with respect to the offer. Concentrex
shareholders are advised to read the tender offer statement regarding the
acquisition of Concentrex referenced in this press release, and the related
solicitation/recommendation statement, including the amendments to these
documents. The tender offer statement (including an offer to purchase, letter of
transmittal and related tender documents) and the solicitation/recommendation
statement contain important information which should be read carefully before
any decision is made with respect to the offer. These documents will be made
available to all stockholders of Concentrex at no expense to them. These
documents will also be available at no charge on the SEC's web site at
www.sec.gov.

As previously announced, Harland has commenced a tender offer for all of the
outstanding shares of Concentrex pursuant to an Agreement and Plan of Merger,
dated as of July 17, 2000 for $7.00 per share, net to seller, in cash. The
tender offer will expire at 12:00 midnight, New York City time, on Friday,
August 18, 2000, unless extended. The tender offer is subject to certain
conditions, including at least a majority of Concentrex's outstanding shares, on
a fully diluted basis, being tendered without withdrawal prior to the expiration
of Harland's offer.

This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of Concentrex Incorporated.


                                       ###

<PAGE>   2



HARLAND FILES AMENDMENT TO SCHEDULE TO
AUGUST 16, 2000
PAGE TWO


ABOUT HARLAND

Atlanta-based John H. Harland Company (www.harland.net) is listed on the New
York Stock Exchange under the symbol "JH." Harland is a leading provider of
checks, financial software and direct marketing to the financial institution
market. Scantron Corporation (www.scantron.com), a wholly owned subsidiary, is a
leading provider of software services and systems for the collection, management
and interpretation of data to the financial, commercial and educational markets.

ABOUT CONCENTREX INCORPORATED

Concentrex Incorporated, based in Portland, Oregon, is a leading provider of
technology-powered solutions to deliver financial services, including a broad
range of traditional software and services integrated with leading e-commerce
solutions that already enable its customers to serve more than 1 million home
banking customers. Concentrex serves over 5,500 financial institutions of all
types and sizes in the United States. Concentrex has major offices in 11
additional cities across the country. Its World Wide Web site is
www.concentrex.com.

This press release contains statements which may constitute "forward-looking
statements." These statements include statements regarding the intent, belief or
current expectations of John H. Harland Company, Concentrex Incorporated and
members of their respective management, as well as the assumptions on which such
statements are based. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties and that actual results may differ materially from those
contemplated by such forward-looking statements. Reference is made to the Risk
Factors and Cautionary Statements of Harland's Form 10-K and Form 10-Q and to
Concentrex's Securities and Exchange Commission reports filed under the
Securities Exchange Act.



</TEXT>
</DOCUMENT>
</SUBMISSION>
