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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
WANG LABORATORIES, INC.
(Name of Subject Company)
GETRONICS NV GETRONICS ACQUISITION, INC
(Bidders)
Common Stock, par value $0.01 per share (including the associated rights)
4 1/2% Series A Cumulative Convertible Preferred Stock,
par value $0.01 per share
6 1/2% Series B Cumulative Convertible Preferred Stock,
par value $0.01 per share
Depositary Shares (each representing a 1/20th interest in a share of
6 1/2% Series B Cumulative Convertible Preferred Stock)
Common Stock Purchase Warrants
Special Common Stock Warrant
(Title of Class of Securities)
Common Stock: 93369N109 Depositary Shares: 93369N208, 93369N604
Series A Preferred Stock: N/A Common Stock Purchase Warrants: 93369N117
Series B Preferred Stock: N/A Special Common Stock Warrant: N/A
(CUSIP Number of Class of Securities)
S.A. van Maasakker
Getronics NV
Donauweg 10
1043 AJ Amsterdam
The Netherlands
011-31-20-586-1412
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copy to:
John M. Reiss, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
<PAGE>
SCHEDULE 14D-1
CUSIP No. Common Stock: 93369N109
Series A Preferred Stock: N/A
Series B Preferred Stock: N/A
Depositary Shares: 93369N208, 93369N604
Common Stock Purchase Warrants: 3369N117
Special Common Stock Warrant: N/A
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Getronics NV
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) | |
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
BK; WC
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) | |
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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7. AGGREGATE AMOUNT BENEFICALLY OWNED
BY EACH REPORTING PERSON
0
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8. CHECK IF THE AGGREGATE AMOUNT IN ROW(7)
EXCLUDES CERTAIN SHARES | |
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0.0%
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10. TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 14D-1
CUSIP No. Common Stock: 93369N109
Series A Preferred Stock: N/A
Series B Preferred Stock: N/A
Depositary Shares: 93369N208, 93369N604
Common Stock Purchase Warrants: 93369N117
Special Common Stock Warrant: N/A
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Getronics Acquisition, Inc.
- --------------------- ----------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) | |
- --------------------- ----------------------------------------------------------
3. SEC USE ONLY
- --------------------- ----------------------------------------------------------
4. SOURCE OF FUNDS
AF
- --------------------- ----------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) | |
- --------------------- ----------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. AGGREGATE AMOUNT BENEFICALLY OWNED
BY EACH REPORTING PERSON
0
- --------------------- ----------------------------------------------------------
8. CHECK IF THE AGGREGATE AMOUNT IN ROW(7)
EXCLUDES CERTAIN SHARES | |
- --------------------- ----------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0.0%
- --------------------- ----------------------------------------------------------
10. TYPE OF REPORTING PERSON
CO
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<PAGE>
This amendment No. 1 amends and supplements the Schedule 14D-1 filed on May
10, 1999, relating to the offer by Getronics Acquisition, Inc., a company
organized under the laws of Delaware and a wholly-owned subsidiary of Getronics
NV, a public company with limited liability incorporated under the laws of The
Netherlands with its corporate seat in Amsterdam, to purchase for cash (i) all
of the issued and outstanding shares of common stock (including the associated
rights), par value $0.01 per share (the "Common Stock"), of Wang Laboratories,
Inc., a company organized under the laws of Delaware (the "Company"), at a price
of $29.25 per share, net to the seller in cash, without interest thereon, (ii)
all of the issued and outstanding shares of 4 1/2% Series A Cumulative
Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred
Stock") of the Company, at a price of $1,271.73 per share, net to the seller in
cash, without interest thereon, (iii) all of the issued and outstanding shares
of 6 1/2% Series B Cumulative Convertible Preferred Stock, par value $0.01 per
share (the "Series B Preferred Stock") of the Company, at a price of $1,101.71
per share, net to the seller in cash, without interest thereon, (iv) all of the
issued and outstanding depositary shares, each representing a 1/20th interest in
a share of Series B Preferred Stock (the "Depositary Shares") of the Company, at
a price of $55.05 per share, net to the seller in cash, without interest
thereon, (v) all of the issued and outstanding warrants (other than the Special
Common Stock Warrant) to purchase shares of Common Stock (the "Common Stock
Purchase Warrants") of the Company, at a price of $7.80 per Common Stock
Purchase Warrant, net to the seller in cash, without interest thereon and (vi)
the issued and outstanding warrant to receive a certain number of shares of
Common Stock upon exercise thereof (the "Special Common Stock Warrant") of the
Company, at a price of $6,250,000, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated May 10, 1999 (the "Offer to Purchase"), and in the related
Letters of Transmittal and Notices of Guaranteed Delivery.
ITEM 1. SECURITY AND SUBJECT COMPANY.
Item 1(b) is hereby amended to add at the end thereof the following:
The fifth paragraph of the "Introduction" to the Offer to Purchase is
hereby amended and restated in its entirety to read as follows:
"The Company has informed the Purchaser that, as of May 3, 1999, there
were issued and outstanding (i) 47,113,797 shares of Common Stock, (ii)
90,000 shares of Series A Preferred Stock, (iii) 2,875,000 Depositary
Shares (representing 143,750 shares of Series B Preferred Stock), (iv)
7,208,935 Common Stock Purchase Warrants, (v) the Special Common Stock
Warrant and (vi) Options exercisable into 8,941,077 shares of Common Stock.
As a result, as of such date, the Minimum Condition would be satisfied if,
in the aggregate, a combination of Common Stock, Series A Preferred Stock,
Series B Preferred Stock, Depositary Shares, Common Stock Purchase Warrants
and the Special Common Stock Warrant representing 36,401,147 Common Stock
Equivalents would be tendered and not properly withdrawn prior to the
expiration of the Offer."
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended to add at the end thereof the following:
Subparagraph (b) of the first paragraph of Section 14--"Conditions of the
Offer" of the Offer to Purchase is hereby amended and restated in its entirety
to read as follows:
"(b) there shall be any action taken, or any statute, rule,
regulation, legislation, interpretation, judgment, order or injunction
proposed, enacted, enforced, promulgated, amended or issued and applicable
to or deemed applicable to (i) Parent, the Purchaser, the Company or any
subsidiary of the Company or (ii) the Offer or the Merger, by any
legislative body, court, government or governmental, administrative or
regulatory authority or agency, domestic or foreign, other than the routine
application of the waiting period provisions of the HSR Act or Exon-Florio
or the notification and reporting requirements under European Community
antitrust laws (in each case with respect to the Offer or to the Merger),
that could reasonably be expected to result directly or indirectly, in any
of the consequences referred to in paragraph (a) above;"
Subparagraph (c) of the first paragraph of Section 14--"Conditions of the
Offer" of the Offer to Purchase is hereby amended and restated in its entirety
to read as follows:
"(c) there shall have occurred any event, change, occurrence, effect,
fact or circumstance which has or could reasonably be expected to have, a
Material Adverse Effect (as such term is defined below) or a Performance
Material Adverse Effect (as such term is defined below) on the Company;"
Subparagraph (e) of the first paragraph of Section 14--"Conditions of the
Offer" of the Offer to Purchase is hereby amended and restated in its entirety
to read as follows:
"(e) any of the representations or warranties made by the Company in
the Merger Agreement that are qualified as to materiality shall be untrue
or incorrect in any respect or any such representations and warranties that
are not so qualified shall be untrue or incorrect in any material respect,
in each case as of the date of the consummation of the Offer as though made
on or as of such date, except (i) for changes specifically permitted by the
Merger Agreement and (ii) that to the extent such representations and
warranties address matters only as of a particular date, such
representations and warranties shall, to such extent, be true and correct
at and as of such particular date as if made at and as of such particular
date;"
<PAGE>
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: May 17, 1999 GETRONICS NV
By: /s/ J.L. Docter
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Name: J.L. Docter
Title: Chief Financial Officer
Dated: May 17, 1999 GETRONICS Acquisition, Inc.
By: /s/ J.L. Docter
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Name: J.L. Docter
Title: Chief Financial Officer
