===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
Amendment No. 3 to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1) of
the Securities Exchange Act of 1934
----------------------------
SIMULATION SCIENCES INC.
(Name of Subject Company)
SIEBE PLC
S ACQUISITION CORP.
(Bidders)
----------------------------
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
829213107
(CUSIP Number of Class of Securities)
----------------------------
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)
===========================================================================
This Amendment No. 3 filed on May 19, 1998 to the Schedule 14D-1
filed on April 21, 1998, as thereafter amended, 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").
This is the final amendment to the Schedule 14D-1 required by
General Instruction D to such Schedule. The tender offer terminated at
12:00 midnight, New York City time, on Monday, May 18, 1998. A total of
approximately 13,891,721 Shares were properly tendered and not withdrawn as
of the termination of the tender offer (including 490,563 Shares tendered
by notice of guaranteed delivery). This represented approximately 97.9% of
the issued and outstanding Shares of the Company.
ITEM 7. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES
Item 7 is hereby amended to add the following:
Effective as of May 18, 1998, S Sub Corp. and Offeror entered into an
Assignment and Assumption Agreement pursuant to which Offeror assigned to S
Sub Corp. and S Sub Corp. assumed Offeror's rights and obligations to
purchase Shares tendered pursuant to the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended to add the following exhibit:
(a)(11) Press Release, as issued by Parent on May 19, 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 amendment is true, complete and correct.
May 19, 1998
SIEBE PLC
By: /s/ Dr. George W. Sarney
-----------------------------
Name: Dr. George W. Sarney
Title: Director
S ACQUISITION CORP.
By: /s/ James C. Bays
-----------------------------
Name: James C. Bays
Title: Vice President
EXHIBIT INDEX
-------------
Exhibit
- -------
(a)(11) Form of Press Release, as issued by Parent on May 19, 1998.
EXHIBIT 99.(a)(11)
[Press Release]
FOR IMMEDIATE RELEASE:
May 19, 1998
SIEBE PLC SUCCESSFULLY COMPLETES TENDER OFFER
FOR SIMULATION SCIENCES INC.
United Kingdom-based Siebe plc ("Siebe") announced today the
successful completion of its tender offer for all the outstanding shares of
common stock, and associated preferred stock purchase rights (collectively,
the "Shares"), of Simulation Sciences Inc. ("SimSci") (NASDAQ:SMCI). The
Offer was made through S Acquisition Corp., an indirect wholly owned
subsidiary of Siebe. The Offer had expired at 12:00 midnight, New York City
time, on Monday, May 18, 1998, by which time approximately 13,891,721
Shares had been tendered (including 490,563 Shares tendered by notice of
guaranteed delivery). This represented more than 97.9 percent of the
outstanding Shares of SimSci. Siebe will accept for payment all the Shares
tendered at the tender offer price of $10.00 per share.
Siebe plc 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.
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.
Contact: Barry Francis
Siebe plc
011-441-753-855-411
James P. Prout
Taylor Rafferty Associates
212-889-4350
