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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 18, 1998 (March 18, 1998)
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Date of report (Date of Earliest Event Reported)
WAVETEK CORPORATION
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(Exact Name of Registrant As Specified In Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation or Organization)
333-32195 33-0457664
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(Commission File Number) (IRS Employer Identification No.)
11995 El Camino Real, Suite 301
San Diego, California 92130
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(Address of Principal Executive Offices)(Zip Code)
(619) 793-2300
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(Registrant's Telephone Number, including Area Code)
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ITEM 5. OTHER EVENTS
On March 18, 1998, Wavetek Corporation and Wandel & Goltermann
Management Holding GmbH jointly announced that they have reached an agreement
in principle to merge the companies.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The Registrant hereby files the following exhibit to its Registration
Statement on Form S-4 (No.333-32195):
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release, dated March 18, 1998
2
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunder duly authorized.
SPIEKER PROPERTIES, INC.
Dated: March 18, 1998 By: /s/ TERENCE J. GOODING
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Name: Terence J. Gooding
Title: Chairman and
Chief Executive Officer
3
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Exhibit 99.1
WANDEL & GOLTERMANN AND WAVETEK TO MERGE
FORM SECOND LARGEST COMMUNICATIONS TEST COMPANY
HANNOVER, GERMANY -- March 18, 1998 -- Wandel & Goltermann Management Holding
GmbH and Wavetek Corporation jointly announced today at the CeBit Exhibition
that they have reached an agreement in principle to merge the companies. The
agreement is subject to execution of definitive agreements and approval by
stockholders and regulatory agencies. This merger will create the world's
second largest communications test company with annual revenues in excess of
$400 million (700 million DM). The transaction is expected to close within
120 days.
Wandel & Goltermann's strength in telecommunications and data communications
test equipment complements Wavetek's leadership position in cable television
test, and its strong position in wireless communications test. By combining
the strengths of these two communications test leaders, the new company will
be positioned to provide customers with a complete portfolio of test and
measurement products, services, and test solutions for the development,
integration, type testing, installation, diagnostics, maintenance, service
and operation of voice, video and data communications networks. The combined
company will employ over 2400 people in 11 operating units and 29 sales and
service companies, with presence in 87 countries.
"This merger brings together two well respected companies to form a new
powerhouse in the communications test business," said Peter Wagner, President
and Chief Executive Officer and Wandel & Goltermann. "We are confident the
new company will be positioned to achieve strong growth by building upon our
combined strengths and delivering real and lasting value to our customers."
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"Everything about this merger is complementary. Our broad product offering,
focused direct and indirect sales channels and strong worldwide service
organizations, together with our experienced management teams and
international employee base, position us to be a preferred strategic partner
for our customers, supporting all of their communication test needs," said
Dr. Terence Gooding, Chairman and Chief Executive Officer of Wavetek
Corporation.
"Wandel & Goltermann and Wavetek are very nicely matched," said Albrecht
Wandel, Chairman of the Supervisory Board of Wandel & Goltermann Management
Holding GmbH. "Unlike many mergers which have a rationale based on decreasing
costs, this merger is based on combining two highly synergistic organizations
with very few overlaps and a strong potential for growth in the years ahead."
The parent company of the combined organization will be incorporated in the
United States and will operate from corporate offices in both Germany and the
United States. Dr. Terence Gooding will serve as Chairman of the Board of
Directors and Albrecht Wandel will serve as Vice Chairman. Peter Wagner will
be the President and Chief Executive Officer. Derek Morikawa, currently
President and Chief Operating Officer of Wavetek, will be Chief Operating
Officer. All shareholders of both companies will participate in the ownership
of the new company.
Wandel & Goltermann Management Holding GmbH (WG Holding) also reported that
its pending offer to acquire the approximately 38 percent of the outstanding
common stock of Wandel & Goltermann Technologies, Inc. (NASDAQ: WGTI) not
already owned by WG Holding for $13.00 per share in cash would not be
affected by, and was unrelated to, its proposed business combination with
Wavetek Corporation. WG Holding confirmed that it was continuing its
discussions with the WGTI Special Committee regarding this offer, and noted
that the proposed WG Holding/Wavetek
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merger was not expected to impact those negotiations or WGTI's business
prospects generally.
Wandel & Goltermann GmbH, a privately owned company based in Eningen,
Germany, is a leading provider of communications test solutions for the data
communications and telecommunications markets with technology focuses in
analog and digital telephony, ISDN, enterprise networks, signalling systems,
quality of service test and fiber optics. For its fiscal year ended September
30, 1997, Wandel & Goltermann had worldwide revenues of 474 million DM with
operating income and net income of 37.1 million DM and 17.1 million DM,
respectively. More information about Wandel & goltermann is available on the
World Wide Web at http://www.wg.com.
Waveteck Corporation, headquartered in San Diego, CA, is a privately owned
leading global designer, manufacturer, and distributor of a broad range of
electronic test instruments, with a primary focus on application-specific
instruments for testing voice, video and data communications equipment and
networks. For its fiscal year ended September 30, 1997, Wavetek had worldwide
revenues of US $155 million with operating income and net income of US $20.5
million (before a one-time charge of US $7.1 million for stock option
compensation related to certain recapitalization transactions) and US $6.1
million, respectively. For more information, visit Wavetek on the World Wide
Web at http://www.wavetek.com.
The statements in this release may include forward-looking statements that
necessarily involve assumptions about risks and uncertainties that could
cause actual results to differ materially from any future performance
implied or assumed by such statements. Such factors may include actual and
potential competition, general economic conditions, new product development,
technological change, proprietary rights and other factors relevant to the
subject matter of this release. For more detailed discussion of certain of
these factors, please refer to Wavetek's filings under the Securities Act of
1933 and the Securities Exchange Act of 1934. Readers are cautioned to
assess forward-looking statements in light of the possibility of foreseeable
events or conditions. Neither Wavetek nor Wandel & Goltermann undertakes to
revise or update any statements herein in the future to reflect the occurrence
of such events or conditions.
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For more information please contact:
North American inquiries European, South American, Asia-Pacific inquiries
Rogers Communications Martin Lenk
781-224-1100 +49-7121-86-1816
