<PAGE>
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 2, 2000 (February 14, 2000)
---------------------------------
Date of Report (Date of Earliest Event Reported)
WAVETEK WANDEL GOLTERMANN, INC.
-------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
--------
(State of Other Jurisdiction of Incorporation of Organization)
333-32195 33-0457664
---------------- -----------------
(Commission File Number) (I.R.S. Employer Identification No.)
1030 SWABIA COURT
RESEARCH TRIANGLE PARK, NORTH CAROLINA 27709-3585
- --------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(919) 941-5730
--------------
(Registrant's Telephone Number, Including Area Code)
ITEM 1. OTHER EVENTS
On February 14, 2000, Wavetek Wandel Goltermann, Inc. (the "Company"),
Dynatech corporation, a Delaware corporation ("Dynatech"), and DWW
Acquisition Corporation, a Delaware corporation and indirect subsidiary of
Dynatech ("Mergerco"), entered into an Agreement and Plan of Merger pursuant
to which Mergerco would merge with the Company, with the Company as the
surviving corporation. The merger is subject to customary closing conditions,
including obtaining applicable competition law approvals. In the merger, at
the election of holders of the Company's common stock, such holders will be
entitled to receive with respect to each share of common stock of the Company
(i) $25.00 or (ii) 4.49 shares of common stock of Dynatech. The aggregate
transaction value is approximately $600 million, which includes approximately
$245 million of the Company's indebtedness.
The merger will constitute a change in control with respect to the Company's
10.125% Senior Subordinated Notes due June 14, 2007. As a result, the Company
will be obligated to send to the holders of the notes within ten days
following the closing of the merger an offer to purchase the notes at 101% of
their principal amount. Such offer must specify a day not less than 30 and
not more than 60 days from the date the Company's notice is mailed on which
the Company will purchase all notes tendered to the Company.
<PAGE>
In connection with the merger, Dynatech intends to enter into a new
multi-currency senior credit facility with a syndicate of banks for an
aggregate principal amount of approximately $860 million including revolver
and term loans, and to sell newly-issued common stock to Clayton, Dubilier &
Rice Fund VI Limited Partnership ("Fund VI"), an affiliate of Dynatech's
controlling stockholder, at a price per share of $4.00. In addition, Dynatech
expects to make a rights offering to the Company's other stockholders to
purchase newly issued shares at the same price offered to Fund VI. It is
anticipated that approximately $250 million of new equity will be raised
through the sale to Fund VI, the rights offering and the issuance of Dynatech
common stock in the merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release, dated February 14, 2000
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WAVETEK WANDEL GOLTERMANN, INC.
(Registrant)
/s/ KARL-HEINZ EISEMANN
---------------------------------------
Karl-Heinz Eisemann
Executive Vice President, Chief Financial Officer,
Treasurer and Secretary (principle financial officer
and principle accounting officer)
Dated: March 2, 2000
2
<PAGE>
[WAVETEK LOGO]
Contacts:
<TABLE>
<S> <C> <C> <C>
DYNATECH AND CD&R: WWG AND TTC: MERGER WEBSITE: ADDITIONAL CONTACTS:
- ------------------ ------------- --------------- --------------------
Joseph McDonnell Rebeca Marton www.power2lead.com See list attached after
Thomas Franco Brodeur Worldwide news release for specific
Broadgate Consultants [email protected] TELECONFERENCE CALL: company and geographic
212-232-2222 919-760-7226 -------------------- contacts.
[email protected] 1:00 pm EST Today
[email protected] US: 1-888-606-9806
International: 712-271-3822
Password: WWG/TTC
</TABLE>
FEBRUARY 14, 2000
WWG AND TTC, LEADERS IN COMMUNICATIONS
TEST SOLUTIONS, TO MERGE
NUMBER TWO AND THREE PLAYERS COMBINE TO CREATE US$800 MILLION
LEADER IN GLOBAL COMMUNICATIONS TEST
---------------------------------
GERMANTOWN, MD., USA, AND ENINGEN, GERMANY, February 14, 2000--TTC, a unit
of Dynatech Corporation [OTC-BB:DYNA], and Wavetek Wandel Goltermann (WWG)
announced jointly today a definitive agreement to merge into a new company
with much broader capabilities in test and monitoring solutions for the
communications industry worldwide.
The merger of the industry's number two and three companies will create
an industry leader with an expanded product and services portfolio and a
stronger presence in global markets. The new company, which will announce its
name at a later date, will have more than US$800 million in worldwide revenue,
more than 4,000 employees, and invest US$135 million annually in research and
development. Financial terms of this merger have been released separately by the
Dynatech Corporation.
-more-
<PAGE>
WWG has a leading market position in Europe, Latin America, and
Asia/Pacific while TTC is a market leader in North America. WWG's sales of optic
solutions and testing systems to service providers and sales of transmission
test instruments to equipment manufacturers are expected to accelerate from
TTC's North American market strength. Beyond North America, sales of TTC's
transmission, data instruments, systems and software solutions will benefit from
WWG's global market presence.
"New testing requirements emerge every day as communications
technologies evolve and converge," said Elisabeth Rainge, research manager for
International Data Corporation. "TTC and WWG are both long-term players in the
communications test arena, and their combined resources, expertise, and global
reach will create a formidable force to help address critical technological
changes."
Ned Lautenbach, chairman and chief executive officer of Dynatech, will
be chairman and chief executive officer of the new company. He is also a
principal of Clayton, Dubilier & Rice, Inc. (CD&R), a private investment firm
that manages a fund owning approximately 70 percent of Dynatech on a fully
diluted basis.
"By combining the number two and three companies in the market, we will
create a strong challenger for the top position worldwide," said Lautenbach.
"The companies are an excellent fit with largely complementary product offerings
and sales and distribution channels. This combination will allow us to deliver
even greater competitive advantage to our customers and has the potential for
significant growth opportunities worldwide."
Two other top management posts were also announced for the new company.
Peter Wagner, president and CEO of WWG, will become vice chairman, and John
Peeler, president and CEO of TTC, will be president. In addition, Albrecht
Wandel of the former Wandel & Goltermann will act as
-more-
<PAGE>
chairman of the International Advisory Committee and work with Ned Lautenbach on
the new company's international strategy.
"This merger provides us the opportunity to build upon our extensive
worldwide sales and support networks," said Wagner. "We are strongly
positioned to lead this fast-paced industry. Our customers, employees,
suppliers, and local communities will benefit from the creation of what will
become the most complete global provider of test and monitoring solutions."
"We are combining the best in innovative technology, market expertise
and manufacturing know-how to deliver expanded value to our customers," said
Peeler. "We will also have the scale, scope, superior strategy, and financial
resources to meet the entire range of our customers' constantly evolving needs."
Dynatech Corporation [OTC-BB:DYNA] is a global communications equipment
company focused on network technology solutions. Its products address
communications test, industrial computing and communications, and visual
communications applications. Headquartered in Burlington, Massachusetts,
Dynatech sells its products worldwide through subsidiaries located throughout
the Americas, Europe and Asia. (www.dynatech.com)
WWG is a leading designer and manufacturer of a comprehensive range of
communications test equipment and systems. Customers use these test solutions to
develop, manufacture, install, and maintain their communications equipment and
networks in the telecommunications, multimedia, wireless and enterprise network
industries. WWG, headquartered in Research Triangle Park, North Carolina, USA,
and in Eningen, Germany, is present in more than 80 countries through its
manufacturing facilities and its direct and indirect sales organizations, and
employs 2,500 people worldwide. (www.wwgsolutions.com)
-more-
<PAGE>
TTC, a subsidiary of Dynatech Corporation, designs and markets network
analyzers, systems and software, and provides consulting services and technical
training that enable optimized network performance. TTC offerings address the
entire network life cycle and allow customers to strengthen bottom-line
performance and dramatically improve service to their customers. With a wide
range of products in the test marketplace, TTC is known for its T-BERD and
FIREBERD analyzers, CENTEST centralized test systems and TPI handheld
instruments. TTC is headquartered near Washington, D.C. in Germantown, Maryland,
USA and employs 1,500 people. (www.ttc.com)
NOTE: This news release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which reflect
the Company's current judgment on certain issues. Because such statements apply
to future events, they are subject to risks and uncertainties that could cause
the actual results to differ materially. Important factors that could cause
actual results to differ materially are described in the company's reports on
Form 10-K and 10-Q on file with the Securities and Exchange Commission. The
merger is subject to customary closing conditions and regulatory approvals.
* * *
TTC, T-BERD, FIREBERD, CENTEST and TPI are registered trademarks of TTC, a
division of Dynatech, LLC.
<PAGE>
A call-in news conference has been arranged for 1:00 pm EST on February 14th
for executives to answer questions from reporters and industry analysts.
Instant replay of the teleconference will be available at 3:00 pm EST on
February 14. Please dial in the US to 1-888-568-0702. Internationally, please
dial in to 402-998-1473.
NOTE: FOR ADDITIONAL INFORMATION ON THE MERGER, PLEASE SEE THE ANNOUNCEMENT BY
THE DYNATECH CORPORATION OR VISIT THE MERGER WEBSITE AT www.power2lead.com.
Attachment: Contact List
<PAGE>
NOTE TO NEWS MEDIA AND ANALYSTS: Please contact those listed below for efficient
response to questions and requests for interviews.
WWG:
Rebecca Berkich, corporate communications manager
Phone: 800-827-6970 ext. 6008 or 919-941-5740 ext. 6008
Fax: 919-941-9361
Email: [email protected]
Martin Lenk, director, sales marcom
Phone: +49-7121-86-1816
Fax: +49-7121-86-1848
Email: [email protected]
TTC:
Alice Ducq, manager of public relations
Phone: 800-638-2049 ext. 3153 or 301-353-1550 ext. 3153
Fax: 301-353-9080
Email: [email protected]
Bill Brobst, manager of corporate communications
Phone: 800-638-2049 ext. 2234 or 301-353-1550 ext. 2234
Fax: 301-353-9080
Email: [email protected]
DYNATECH (FINANCIAL ANALYSTS):
Steve Cantor, manager of investor relations
Phone: 781-221-2056
Fax: 781-272-2304
Email: [email protected]
WWG/TTC, EUROPE:
LONDON
Ellen Ferrera, Brodeur Worldwide
Phone: +44-1-753-790-700
Email: ellen ferrara/UK/EMEA/BrodeurWW@BWW
PARIS
Gilles Rochet, Brodeur Worldwide
Phone: +33-1-5304-2300
Email: [email protected]
STUTTGART
Sabine Hueckmann, Brodeur Worldwide
Phone: +49-711-601739-30
Fax: +49-711-601739-55
Email: sabine hueckmann/Kohtes-Klewes@KOHTES-KLEWES
