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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1 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)
829-213-107
(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. 1 filed on April 30, 1998 to the Schedule 14D-1
filed on April 21, 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 Preferred Shares Rights Agreement dated as of August
13, 1997, by and between the Company and Harris Trust Company, 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:
This Schedule 14D-1, including Amendment No. 1 thereto, has been
executed on behalf of Parent by Dr. George W. Sarney, a Director of
Parent. Dr. Sarney has authority to execute the Schedule 14D-1,
including all amendments thereto, pursuant to resolutions of the Board
of Directors of Parent dated April 15, 1998. A true and correct copy
of such resolutions are attached hereto as Exhibit (g)(2).
The first paragraph of Section 15 "Certain Conditions to Offeror's
Obligations" of the Offer to Purchase is hereby amended to read in full as
follows:
In the Merger Agreement, Offeror has agreed that if all of the
conditions to the Offer are not satisfied by the Expiration Date then,
provided that all such conditions are reasonably probable of being
satisfied by the date which is 30 business days after the commencement
of the Offer, Offeror shall extend the Offer (up to such 30th business
day) until such conditions are satisfied or waived. Subject to such
obligation to extend the Offer, Offeror shall not be required to
accept for payment, purchase or pay for any Shares tendered, or may
postpone the acceptance, purchase or payment for Shares, or may amend
or terminate (to the extent permitted by the Merger Agreement) the
Offer, (1) if the Minimum Condition is not satisfied as of the
expiration of the Offer; (2) if any applicable waiting period under
the Hart-Scott-Rodino Act in respect of the Offer shall not have
expired or have been terminated prior to the expiration of the Offer
or (3) if, upon the Expiration Date, any of the following conditions
exists or is continuing (each of paragraphs (a) through (f) providing
a separate and independent condition to Offeror's obligations pursuant
to the Offer).
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended to add the following exhibit:
(g)(2) - Resolutions of the Board of Directors of Parent dated April
15, 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.
April 30, 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
Exhibit
(g)(2) Resolutions of the Board of Directors of Parent dated
April 15, 1998.
Exhibit (g)(2)
SIEBE PLC
Resolution in writing of the Board of Directors
pursuant to Article 98 of the Articles of Association
Simulation Sciences Inc.
RESOLVED, that the agreement and plan of merger (the "Agreement and
Plan of Merger"), including the terms and conditions contemplated thereby,
substantially in the form initialled by the Chairman, among the Company, S
Acquisition Corp., S Sub Corp., and Simulation Sciences Inc., ("SSI"),
pursuant to which S Sub Corp. will merger with and into SSI (or such other
revised structure as the parties may agree), be, and it hereby is,
approved, adopted, ratified and confirmed.
RESOLVED, that the option agreement (the "Option Agreement")
substantially in the form initialled by the Chairman among the Company and
SSI be and it is hereby approved, adopted, ratified and confirmed.
RESOLVED, that each of the Directors and the Secretary be, and each
hereby is, authorised and empowered for and on behalf of the Company to
negotiate the final form, terms and provisions of, and to execute and
deliver, the Agreement and Plan of Merger and the Option Agreement with
such changes, modifications and/or additions thereto as such persons shall
deem advisable, necessary or desirable, and to negotiate, execute and
deliver such other documents, agreements, or instruments required or
desired to be delivered by the Company pursuant to the Agreement and Plan
of Merger and/or the Option Agreement, on such terms as such persons may
deem advisable, necessary or desirable, the preparation, execution and
delivery of such documents, agreements and instruments to be conclusive
evidence of such due authorisation by the Company.
RESOLVED, that all actions heretofore taken by any Director or the
Secretary of the Company in connection with the foregoing be, and they
hereby are, ratified and approved in all respects.
RESOLVED, that each of the Directors and the Secretary of the Company
be, and each hereby is, authorised, directed and empowered on behalf of the
Company and in its name to prepare, execute, deliver and/or file any
applications, certificates, agreements, or any other instruments or
documents or amendments or supplements thereto and to incur all fees and to
pay all expenses which such persons may deem necessary or appropriate to
enable the Company to carry out the obligations of the Company under, and
to effect the transactions contemplated by, each of the foregoing
resolutions, or to do and to cause to be done any and all other proper acts
and things as such persons may in their discretion deem necessary or
appropriate to carry out the purposes of the foregoing resolutions, the
preparation, execution, delivery and/or filing of such documents,
agreements and instruments, the doing or causing to be done of such other
acts and things, to be conclusive evidence of such due authorisation by the
Company.
Dated the 15th of April 1998
Signed:
/s/ Sir Philip Beck /s/ Mr. C.P. Bonsey
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Sir Philip Beck Mr. C. P. Bonsey
/s/ Mr. P.A.M. Curry /s/ Sir Richard Lloyd, Bt.
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Mr. P.A.M. Curry Sir Richard Lloyd, Bt.
/s/ Mr. R. Mann /s/ Sir Colin Marshall
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Mr. R. Mann Sir Colin Marshall
/s/ Mr. J.M. Mueller /s/ Dr. G. W. Sarney
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Mr. J.M. Mueller Dr. G. W. Sarney
/s/ Mr. T.K. Thornton /s/ Lord Trefgarne
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Mr. T.K. Thornton Lord Trefgarne
/s/ Mr. A. Yurko
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Mr. A. Yurko
