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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 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.
(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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<PAGE>
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Invensys plc
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,534,422
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 7,534,422
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,534,422
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
96.3%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
M Acquisition Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,534,422
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 7,534,422
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,534,422
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
96.3%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
M Merger Sub, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,534,422
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 7,534,422
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,534,422
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
96.3%
14 TYPE OF REPORTING PERSON*
CO
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This Amendment No. 3 filed on July 1, 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.
This amendment constitutes the final amendment to the Schedule 14D-1
required by General Instruction D to such Schedule and Amendment No. 3 to
the Schedule 13D. The tender offer terminated at 12:00 midnight, New York
City time, on Wednesday, June 30, 1999. A total of 7,534,422 Shares were
properly tendered and not withdrawn as of the termination of the tender
offer (including 275,794 Shares tendered by notice of guaranteed delivery).
This represented approximately 96.3% of the issued and outstanding Shares
of the Company.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibit:
(a)(11) - Form of Press Release, as issued by Parent on July 1, 1999.
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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: July 1, 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
---------------------------------
Name: Roy H. Slavin
Title: Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION NO.
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(a)(11) -- Form of Press Release, as issued by Parent on July 1, 1999.
Exhibit (a)(11)
[Press Release]
INVENSYS PLC SUCCESSFULLY COMPLETES TENDER OFFER
FOR MARCAM SOLUTIONS, INC.
LONDON -- JULY 1, 1999 - Invensys plc ("Invensys") 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 Marcam Solutions, Inc. ("Marcam") (NASDAQ:MRCM). The
Offer was made through M Merger Sub, Inc., an indirect wholly owned
subsidiary of Invensys. The Offer expired at 12:00 midnight, New York City
time, on Wednesday, June 30, 1999, at which time approximately 7,534,000
Shares had been tendered (including 284,000 Shares tendered by notice of
guaranteed delivery). This represents approximately 96.3% of the
outstanding Shares of Marcam. Invensys will accept for payment all the
Shares tendered at the tender offer price of $7.50 per share.
About Marcam
Marcam is a Massachusetts-based software company, which specializes in
enterprise resource planning and enterprise asset management applications
for industrial customers. The company's products provide customers with the
necessary enterprise-wide financial, planning, and product information to
improve the productivity of their business and manufacturing operations.
Marcam employs 715 employees and has more than 1,400 customers in 40+
countries worldwide. For the twelve months ended September 30, 1998, Marcam
had sales of $124.52 million, which yielded an operating loss of $6.2
million.
About Invensys
Invensys is a global electronics and engineering company created by
the merger of BTR plc and Siebe plc on February 4, 1999. Operating globally
through over 500 companies and employing over 120,000 people, Invensys is a
worldwide leader in automation and controls. More than 75% of Invensys'
business is controls and automation based, with products ranging from
advanced control systems for automating industrial plants and controlling
the environments of buildings, to electronic devices found in many domestic
and commercial appliances. For the year ended March 31, 1999 turnover in
the automations and controls companies rose by 10.4% from (pound)5,934
million to (pound)6,550 million. Operating profit for the ongoing group,
before exceptional items and goodwill amortization, moved ahead from
(pound)879 million to (pound)998 million, an increase of 13.5%.
Morgan Stanley Dean Witter is acting as dealer manager for the tender
offer, D.F. King & Co., Inc. is acting as information agent, and Bankers
Trust is acting as depositary.
Contact:
Invensys plc
Barry Francis
011-44-171-821-3712
- -or-
Taylor Rafferty Associates
James P. Prout
212-889-4350
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