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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-06611
WANG LABORATORIES, INC.
PROSPECTUS SUPPLEMENT
DATED MARCH 18, 1998
TO PROSPECTUS DATED AUGUST 14, 1996
Set forth below is an update of the section entitled "Selling Holders"
of the Company's Prospectus dated August 14, 1996.
The Section of the Prospectus entitled "Selling Holders" is amended and
restated to read in its entirety as follows:
SELLING HOLDERS
The Depositary Shares were initially issued and sold pursuant to a
Purchase Agreement dated as of February 21, 1996, between the Company, on the
one hand, and Lehman Brothers Inc., BT Securities Corporation and Salomon
Brothers Inc (together, the "Initial Purchasers"), on the other hand. The
Selling Holders acquired the Depositary Shares (i) from the Initial Purchasers
in transactions complying with Rule 144A, Regulation D or Regulation S under the
Securities Act or (ii) in other permitted resale transactions exempt from
registration under the Securities Act from the Initial Purchasers or holders who
acquired the Depositary Shares from the Initial Purchasers or other prior
holders thereof.
Except as otherwise indicated, the table below sets forth certain
information with respect to the Selling Holders and the Depositary Shares as of
June 5, 1996. The term Selling Holders includes the beneficial owners of the
Securities listed below and their transferees, pledgees, donees or other
successors. Other than as a result of the ownership of Securities indicated
below or as a result of having been an Initial Purchaser, none of the Selling
Holders has had any material relationship with the Company or any of its
affiliates within the past three years.
<TABLE>
<CAPTION>
NUMBER/ NUMBER OF
PERCENTAGE OF SHARES OF COMMON
NUMBER OF NUMBER OF DEPOSITARY SHARES STOCK
NAME OF DEPOSITARY SHARES DEPOSITARY SHARES BENEFICIALLY OWNED BENEFICIALLY
SELLING HOLDER BENEFICIALLY OWNED OFFERED HEREBY(1) AFTER OFFERING(1) OWNED
- ------------------------------- ------------------- ------------------ ------------------- ----------------
<S> <C> <C> <C> <C>
Allstate Insurance Company..... 50,000 50,000 -- --
American Investors Life
Insurance Company, Inc....... 7,500 7,500 -- --
Bancroft Convertible Fund,
Inc.......................... 7,500 7,500 -- --
Bond Fund Series -- Oppenheimer
Bond Fund for Growth......... 60,000 60,000 -- --
BT Securities Corp............. 105,100 105,100 -- 23,216
Delta Air Lines Master
Trust(2)..................... 15,000 15,000 -- --
Ellsworth Convertible Growth
and Income Fund, Inc......... 7,500 7,500 -- --
</TABLE>
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<TABLE>
<CAPTION>
NUMBER/ NUMBER OF
PERCENTAGE OF SHARES OF COMMON
NUMBER OF NUMBER OF DEPOSITARY SHARES STOCK
NAME OF DEPOSITARY SHARES DEPOSITARY SHARES BENEFICIALLY OWNED BENEFICIALLY
SELLING HOLDER BENEFICIALLY OWNED OFFERED HEREBY(1) AFTER OFFERING(1) OWNED
- ------------------------------- ------------------- ------------------ ------------------- ----------------
<S> <C> <C> <C> <C>
Fidelity Devonshire Trust:
Fidelity Equity-Income
Fund(3)...................... 228,300 228,300 -- --
Variable Insurance Products:
Equity-Income Portfolio(3)... 80,000 80,000 -- --
Fidelity Management Trust
Company on behalf of accounts
managed by it(4)............. 44,000 44,000 -- 2,782,051
Franklin Investors Securities
Trust Convertible Securities
Fund......................... 20,000 20,000 -- --
General Motors Hourly Rate
Employees Pension Plan....... 80,000 80,000 -- --
Golden Rule Insurance
Company(5)................... 40,000 40,000 -- --
Lehman Brothers(6)............. 117,500 117,500 -- --
Lipco Partners, L.P............ 206,000 206,000 -- --
Nancy M. McNeil................ 460 460 -- --
OCM Convertible Trust(2)....... 17,700 17,700 -- --
OCM Convertible Limited
Partnership.................. 4,500 4,500 -- --
Peoples Security Life
Insurance.................... 18,500 18,500 -- --
Pimco Equity Income Fund....... 105,000 105,000 -- --
Salomon Brothers(7)............ 36,450 36,450 -- --
State of Connecticut(8)........ 16,000 16,000 -- --
State Employees' Retirement
Fund of the State of
Delaware(2).................. 5,200 5,200 -- --
Societe Generale Securities
Corp......................... 15,000 15,000 -- --
Any other holder of Depositary
Shares or future transferee
from any such holder......... 1,587,790 1,587,790 -- --
Total.......................... 2,875,000 2,875,000 -- 2,805,267
- ----------------
</TABLE>
(1) Assumes that all of the Depositary Shares are sold.
(2) Reflects ownership as of July 25, 1996.
(3) Each of such entities is either an investment company or a
portfolio of an investment company registered under Section
8 of the Investment Company Act of 1940, as amended, or a
private investment account advised by Fidelity Management &
Research Company ("FMR Co."). FMR Co. is a Massachusetts
corporation and an investment advisor registered under
Section 203 of the Investment Advisers Act of 1940, as
amended, and provides investment advisory services to each
of such entities mentioned above, and to other registered
investment companies and to certain other funds which are
generally offered to a limited group of investors. FMR Co.
is a wholly-owned subsidiary of FMR Corp. ("FMR"), a
Massachusetts corporation. Reflects ownership as of March
17, 1998.
(4) Shares indicated as owned by such entity are owned directly
by various private investment accounts, primarily employee
benefit plans for which Fidelity Management Trust Company
("FMTC") serves as trustee or managing agent. FMTC is a
wholly-owned subsidiary of FMR and a bank as defined in
Section 3(a)(6) of the Securities Exchange Act of 1934, as
amended. Reflects ownership as of March 17, 1998.
(5) Reflects ownership as of August 9, 1996.
(6) Reflects ownership as of July 18, 1996.
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(7) Reflects ownership as of August 2, 1996.
(8) Reflects ownership as of July 23, 1996.
The preceding table has been prepared based upon information furnished
to the Company by the Depositary or by or on behalf of the Selling Holders.
Additional information concerning ownership of the Securities offered hereby
rests with certain holders of the Securities who are not named in the preceding
table, with whom the Company believes it has no affiliation and from whom the
Company has received no response to its request for such information.
In view of the fact that Selling Holders may offer all or a portion of
the Depositary Shares or shares of Common Stock held by them pursuant to the
offering contemplated by this Prospectus, and because this offering is not being
underwritten on a firm commitment basis, no estimate can be given as to the
number of Depositary Shares or shares of Common Stock that will be held by the
Selling Holders after completion of the offering made hereby.
Information concerning the Selling Holders may change from time to time
and any such changed information will be set forth in supplements to this
Prospectus if and when necessary. In addition, the price at which the Series B
Preferred Stock represented by the Depositary Shares is convertible into Common
Stock is subject to adjustment under certain circumstances. Accordingly, the
number of shares of Common Stock issuable upon conversion thereof offered hereby
may increase or decrease.
As noted above, the Series B Preferred Stock represented by the
Depositary Shares is deposited with the Depositary and, unless withdrawn (see
"Description of Depositary Shares -- Withdrawal of Preferred Stock" and "--
Amendment and Termination of the Deposit Agreement"), will not trade separately
from the Depositary Shares.
