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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 2 to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities
Exchange Act of 1934
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SIMULATION SCIENCES INC.
(Name of Subject Company)
SIEBE PLC
S ACQUISITION CORP.
(Bidders)
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COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
829213107
(CUSIP Number of Class of Securities)
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David K. Robbins
Fried, Frank, Harris, Shriver & Jacobson
350 South Grand Avenue, 32nd Floor
Los Angeles, CA 90071
(213) 473-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
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This Amendment No. 2 filed on May 7, 1998 relates to the offer by S
Acquisition Corp., a Delaware corporation and an indirect wholly owned
subsidiary of Siebe plc, a public limited company organized under the laws
of the United Kingdom ("Parent"), to purchase all the outstanding shares of
Common Stock, par value $0.001 per share of Simulation Sciences Inc., a
Delaware corporation (the "Company"), including the associated preferred
stock purchase rights issued pursuant to the Stockholders Rights Agreement
dated as of August 13, 1997, as amended on April 17, 1998, by and between
the Company and Harris Trust Company of California, as Rights Agent (the
"Shares"), at a price of $10.00 per Share, net to the seller in cash and
without interest thereon, on the terms and subject to the conditions set
forth in the Offer to Purchase, dated April 21, 1998 (the "Offer to
Purchase"), and the related Letter of Transmittal (the "Letter of
Transmittal," which together with the Offer to Purchase constitutes the
"Offer").
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) is hereby amended to add the following information:
At 12:00 p.m. on May 4, 1998, counsel for Parent and S Acquisition
Corp. was advised by the staff of the Federal Trade Commission that,
effective immediately, early termination of the waiting period applicable
to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
had been granted.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended to add the following exhibit:
(a)(10) - Form of Press Release, as issued by Parent on May 7, 1998.
SIGNATURES
After due inquiry and to the best of the knowledge and belief of each
of the undersigned, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
May 7, 1998
SIEBE PLC
By: /s/ Dr. George W. Sarney
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Name: Dr. George W. Sarney
Title: Director
S ACQUISITION CORP.
By: /s/ James C. Bays
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Name: James C. Bays
Title: Vice President
EXHIBIT INDEX
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Exhibit
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(a)(10) Form of Press Release, as issued by Parent on May 7, 1998.
[Form of Press Release]
FOR IMMEDIATE RELEASE:
HART-SCOTT-RODINO WAITING PERIOD TERMINATED
Windsor, England, May 7, 1998 -- Siebe plc ("Siebe"), one of the
United Kingdom's largest diversified engineering groups, and S Acquisition
Corp. announced today that they have received notice of early termination
of the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, applicable to the acquisition of shares of Common Stock of
Simulation Sciences Inc. ("SimSci"), including the associated preferred
stock purchase rights (the "Shares"), by S Acquisition Corp. pursuant to
its tender offer. Accordingly, the condition of the tender offer relating
to the expiration of the applicable Hart-Scott-Rodino waiting period has
been satisfied. Pursuant to a merger agreement among the companies, S
Acquisition has offered $10.00 in cash per share of all issued and
outstanding stock of SimSci. The tender offer is scheduled to expire at
12:00 midnight, New York City time, on Monday, May 18, 1998, unless
extended.
SimSci is a leading international software provider to the petroleum,
petrochemical and related process industries. The Company's process
simulation software is designed to optimize productivity and management
decision making in the operation of petrochemical and chemical plants and
refineries.
Siebe is one of the United Kingdom's largest diversified engineering
and electronics groups and incorporates over 200 companies worldwide,
employing over 50,000 people. The Group designs and manufactures
temperature and appliance controls, electronic power controls, process
automation and building control systems, and engineered industrial
equipment. The Group generated a profit before tax of (pound)221.7 million
(approximately $358 million) on a turnover of (pound)1,706.5 million
(approximately $2,757 million) for the six months ended September 30, 1997,
up 16.4% and 16.0%, respectively over the comparable period in the prior
year. For the prior year ended April 5, 1997, the Group generated a profit
before tax of (pound)424.1 million on a turnover of (pound)3,005.3 million.
Siebe's ordinary shares trade on the London Stock Exchange. In the
U.S., Siebe's American Depositary Receipts (ADRs), each representing two
ordinary shares, trade over the counter under the symbol SIBEY. Additional
information on Siebe is available on Siebe's home page:
http://www.siebe.com
Contact: Barry Francis
Siebe plc
011-441-753-855-411
James P. Prout
Taylor Rafferty Associates
212-889-4350
