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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
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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MARCAM SOLUTIONS, INC.
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(Name of Subject Company)
INVENSYS PLC
M ACQUISITION CORP.
M MERGER SUB, INC.
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(BIDDERS)
COMMON STOCK, $.01 PAR VALUE
(INCLUDING THE ASSOCIATED RIGHTS)
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(TITLE OF CLASS OF SECURITIES)
56614A107
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(CUSIP NUMBER OF COMMON STOCK)
PAUL REINSTEIN, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004-1930
(212) 859-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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This Amendment No. 2 filed on June 24, 1999 to the Schedule 14D-1/13D
filed on June 3, 1999, relates to the offer by M Merger Sub, Inc., a
Delaware corporation ("Offeror"), and a direct wholly owned subsidiary of M
Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect
wholly owned subsidiary of Invensys plc, a public limited company organized
under the laws of England and Wales ("Parent"), to purchase all outstanding
shares of Common Stock, par value $.01 per share (the "Common Stock") of
Marcam Solutions, Inc., a Delaware corporation (the "Company"), including
the associated preferred stock purchase rights issued pursuant to the
Amended and Restated Rights Agreement, dated as of September 18, 1998, as
amended through the date hereof, between the Company and Bank Boston, N.A.,
as Rights Agent (the "Rights" and, together with the Common Stock, the
"Shares"), at a purchase price of $7.50 per Share, net to the seller in
cash, without interest, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated June 3, 1999 (the "Offer to
Purchase"), and in the related Letter of Transmittal.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Section 9 "Certain Information Concerning
Parent, Purchaser and Offeror" is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended to add the following information:
Counsel for Parent, Purchaser and Offeror have been 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.
The second sentence of the first paragraph of Section 2. "Acceptance
for Payment and Payment for Shares" of the Offer to Purchase is hereby
amended to read in its entirety as follows:
Any determination concerning the satisfaction or
waiver of such terms and conditions will be within
the reasonable discretion of Offeror, and such
determination will be final and binding on all
tendering stockholders.
The last sentence of the first paragraph of Section 14. "Certain
Conditions to the Offer" of the Offer to Purchase is hereby amended to read
in its entirety as follows:
Furthermore, notwithstanding any other term of the
Offer or the Merger Agreement, Offeror shall not be
required to accept for payment or, subject as
aforesaid, to pay for any Shares not theretofore
accepted for payment or paid for, and may terminate
or amend the Offer to the extent permitted by the
Merger Agreement, if at any time on or after the date
of the Merger Agreement and on or before the
Expiration Date, any of the following conditions
shall exist or occur and remain in effect:
Clause (v) of paragraph (a) of Section 14. "Certain Conditions to the
Offer" of the Offer to Purchase is hereby amended to read in its entirety
as follows:
(v) in connection with the Offer or the Merger or the
transactions contemplated by the Merger Agreement,
affect Purchaser, Offeror, the Company or any of
their respective affiliates which, in the reasonable
judgment of Purchaser, may have or be likely to have
a Material Adverse Effect or a material adverse
effect on Purchaser, Offeror or any of their
affiliates or otherwise make consummation of the
Offer or the Merger or the consummation of the
transactions contemplated hereunder unduly
burdensome;
The first sentence of the penultimate paragraph of Section 14.
"Certain Conditions to the Offer" of the Offer to Purchase is hereby
amended to read in its entirety as follows:
Other than the Minimum Condition, the foregoing
conditions are for the sole benefit of Purchaser and
Offeror and may be asserted by Purchaser or Offeror
regardless of the circumstances (including any action
or inaction by Purchaser or the Company) giving rise
to any such condition and may be waived by Purchaser
or Offeror, in whole or in part, at any time and from
time to time, in the reasonable discretion of
Purchaser.
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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.
Dated: June 24, 1999
INVENSYS PLC
By: /s/ R.P.A. Coles
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Name: R.P.A. Coles
Title: Secretary
M ACQUISITION CORP.
By: /s/ Roy H. Slavin
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Name: Roy H. Slavin
Title: Chief Executive Officer
M MERGER SUB, INC.
By: /s/ Roy H. Slavin
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Name: Roy H. Slavin
Title: Chief Executive Officer
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