<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 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
MARCAM SOLUTIONS, INC.
(Name of Subject Company)
INVENSYS PLC
M ACQUISITION CORP.
M MERGER SUB, INC.
(BIDDERS)
COMMON STOCK, $.01 PAR VALUE
(INCLUDING THE ASSOCIATED RIGHTS)
(TITLE OF CLASS OF SECURITIES)
56614A107
(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. 1 filed on June 4, 1999 to the Schedule 14D-1/13D
filed on June 3, 1999, relates to the offer by M Merger Sub, Inc., a Delaware
corporation and an indirect wholly owned subisidary of Invensys plc, a public
limited company organized under the laws of England and Wales, to purchase all
outstanding shares of Common Stock, par value $.01 per share, 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 BankBoston, N.A., as Rights Agent (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.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Schedule I to Exhibit (a)(1) is hereby amended and restated in its
entirety.
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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 4, 1999
INVENSYS PLC
By: /s/ R.P.A. Coles
---------------------------------------
Name: R.P.A. Coles
Title: Secretary
M ACQUISITION CORP.
By: /s/ Roy H. Slavin
---------------------------------------
Name: Roy H. Slavin
Title: Chief Executive Officer
M MERGER SUB, INC.
By: /s/ Roy H. Slavin
---------------------------------------
Name: Roy H. Slavin
Title: Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION NO.
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<S> <C>
(a)(10) -- Schedule I to the Offer to Purchase, dated June 3, 1999.
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<PAGE> 1
Exhibit (a)(10)
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF PARENT, PURCHASER AND OFFEROR
The names and ages of the directors and executive officers of Parent,
Purchaser and Offeror, and their present principal occupations, are set forth
below. Unless otherwise indicated, each individual is a citizen of the United
Kingdom and his business address is Carlisle Place, London SW1P 1BX England.
PARENT
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT WITH
NAME AND AGE PARENT; MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------ ----------------------------------------------------------
<S> <C>
Lord Marshall of Knightsbridge (65)....... Chairman since June 1998 and Deputy Chairman from January
1998 until June 1998. Chairman of British Airways Plc
since 1993. Chairman of Inchcape plc since 1996. Deputy
Chairman of British Telecommunications plc since 1995.
Non-Executive Director of HSBC Holdings plc. President of
the Confederation of British Industry from May 1996 until
July 1998.
Ian C. Strachan (56)(a)................... Deputy Chairman since February 1999. Member of Board of
Directors of BTR plc ("BTR") since April 1995 and Chief
Executive Officer of BTR from January 1996 until February
1999. Deputy Chief Executive of RTZ Corporation plc from
1981 until 1991.
Allen M. Yurko (47)(b).................... Member of Board of Directors since 1991, Chief Executive
since February 1999, Managing Director and Chief Executive
Officer from January 1994 until February 1999, and
Managing Director and Chief Operating Officer from October
1992 until January 1994. Member of the Board of Directors
of Tate & Lyle plc since April 1996.
Kathleen A. O'Donovan (41)................ Member of Board of Directors and Chief Financial Officer
since February 1999. Member of Board of Directors of BTR
since July 1991 and Finance Director of BTR from July 1991
until February 1999. Partner at Ernst & Young from 1989
until June 1991. Member of Board of Directors of EMI Group
plc since November 1997.
Robert Bauman (68)(c)..................... Member of Board of Directors since February 1999. Member
of Board of Directors of BTR since August 1997 and
Chairman of BTR from May 1998 until February 1999. Chief
Executive of SmithKline Beecham plc from July 1989 until
April 1994. Chairman of British Aerospace plc from May
1994 until April 1998. Member of Board of Directors of
Reuters Holdings plc since 1993.
Sir Philip Beck (64)...................... Member of Board of Directors since 1991, Chairman from
March 1998 until June 1998 and Deputy Chairman from June
1998 until February 1999. Deputy Chairman of Railtrack plc
since May 1999. Member of Board of Directors of Delta plc
since August 1994. Member of Board of Directors of
Kitagawa Europe Limited since June 1990.
</TABLE>
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<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT WITH
NAME AND AGE PARENT; MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------ ----------------------------------------------------------
<S> <C>
Rolf Borjesson (56)(d).................... Member of Board of Directors since July 1998. Chief
Executive and Managing Director of Rexam PLC since July
1996. Member of Board of Directors of Midway Holding AB
since May 1995. Member of Board of Directors of Svenska
Handelsbanken AB since August 1995. Chief Executive of PLM
AB from March 1988 until June 1996.
Hugh Collum (58).......................... Member of Board of Directors since October 1998. Executive
Vice President and Chief Financial Officer of SmithKline
Beecham plc from 1989 until 1998. Member of Board of
Directors of Whitehead Mann Group plc since 1997, Safeway
plc since 1997, and South African Breweries plc since
1999. Non-Executive Chairman of Chiroscience Group plc
since 1998.
Sir Graham Hearne (61).................... Member of Board of Directors since February 1999. Member
of Board of Directors of BTR since June 1998. Chairman of
Enterprise Oil since 1991. Member of Board of Directors of
N.M. Rothschild & Sons Limited since 1977, NRM
Continuation Limited since 1997 and Gallagher Group plc
since 1987.
Simon Robertson (58)...................... Member of Board of Directors since February 1999. Member
of Board of Directors of BTR since March 1997. Managing
Director of Goldman Sachs International since September
1997. Chairman of Kleinwort Benson Group plc ("Kleinwort")
from 1996 until 1997 and Deputy Chairman of Kleinwort from
1992 until 1996. Member of Board of Directors of Inchcape
plc since May 1996 and Berry Bros. & Rudd since June 1998.
James F. Mueller (52)(e).................. Chief Operating Officer since February 1999 and member of
Board of Directors from April 1996 until February 1999.
President and Chief Operating Officer of Siebe Temperature
and Compliance Control from 1993 until February 1999.
James C. Bays (49)(f)..................... Senior Vice President since February 1999, General Counsel
and Chief Legal Officer since March 1996 and Vice
President from March 1996 until February 1999. Vice
President, Law and Assistant General Counsel of GenCorp.
Inc. from April 1993 until March 1996.
R.P.A. Coles (56)......................... Director of Legal Affairs, Group Senior Counsel since
February 1999 and Director of Legal Affairs and Company
Secretary from 1988 until February 1999.
Philip G. Cox (47)........................ Vice President-Operational Planning since February 1999,
Member of the Board of Directors from July 1998 until
February 1999 and Group Financial Director from July 1998
until February 1999. Has occupied various positions with
Parent since 1989.
Barry C. Francis (54)..................... Senior Vice President and Director of Public Relations
since February 1999. Group Public Relations Director from
1993 until February 1999.
John B. Saunders (56)..................... Senior Vice President and Director of Corporate Strategy
and Development since February 1999. Director, Corporate
Strategy and Development from January 1996 until February
1999. Senior Vice President and Director Corporate
Strategy at SmithKline Beecham plc from 1988 until 1994.
</TABLE>
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<PAGE> 3
PURCHASER AND OFFEROR
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT WITH PURCHASER,
NAME AND AGE OFFEROR; MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------ -----------------------------------------------------------
<S> <C>
Dr. George W. Sarney (59)(g).............. Member of Board of Directors. Member of Board of Directors
of Siebe plc from January 1994 until February 1999,
Division Chief Executive for Invensys Intelligent
Automation Division, since February 1999, President and
Chief Operating Officer of Siebe Intelligent Automation
Division, from 1994 until February 1999 and President and
Chief Operating Officer of Siebe Temperature and Appliance
Controls Division, from June 1993 until September 1993.
Non-executive director of Bowthorpe plc.
Thomas G. Foley (57)(h)................... Member of Board of Directors, Vice President and Treasurer.
Chief Financial Officer of Invensys Intelligent Automation
Division, since February 1999 and Chief Financial Officer
of Siebe Intelligent Automation Division, from 1993 until
February 1999. Chief Financial Officer of Foxboro Company
since October 1990.
Philip Maynard (45)(i).................... Member of Board of Directors and Secretary. General Counsel
of Wonderware Corporation, since October 1997 and Assistant
General Counsel of Invensys Intelligent Automation
Division, since May 1999. Vice President, Secretary and
General Counsel for National Education Corporation, from
February 1994 until May 1999.
Roy H. Slavin (53)(j)..................... Member of Board of Directors. President and Chief Executive
Officer of Wonderware Corporation, since July 1995 and
Chairman of Wonderware Corporation from July 1995 until
April 1998; President and Chief Executive Officer of
Siemens Industrial Automation Incorporated, from October
1993 until June 1995.
</TABLE>
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(a) Mr. Strachan is a citizen of the United States and the United Kingdom and
his business address is Carlisle Place, London SW1P 1BX United Kingdom.
(b) Mr. Yurko is a citizen of the United States and his business address is
Carlisle Place, London SW1P 1BX United Kingdom.
(c) Mr. Bauman is a citizen of the United States and his business address is
Carlisle Place, London SW1P 1BX United Kingdom.
(d) Mr. Borjesson is a citizen of Sweden and his business address is Carlisle
Place, London SW1P 1BX United Kingdom.
(e) Mr. Mueller is a citizen of the United States and his business address is
Carlisle Place, London SW1P 1BX United Kingdom.
(f) Mr. Bays is a citizen of the United States and his business address is
Carlisle Place, London SW1P 1BX United Kingdom.
(g) Dr. Sarney is a citizen of the United States and his business address is 33
Commercial Street, Foxboro, Massachusetts 02035.
(h) Mr. Foley is a citizen of the United States and his business address is 33
Commercial Street, Foxboro, Massachusetts 02035.
(i) Mr. Maynard is a citizen of the United States and his business address is
100 Technology Drive, Irvine, California 92618.
(j) Mr. Slavin is a citizen of the United States and his business address is 100
Technology Drive, Irvine, California 92618.
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