SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5*
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
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* Constituting the final amendment to the Schedule 14D-1.
<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
- -------- ---------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Getronics NV
- -------- ----------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) ( )
- -------- ----------------------------------------------------------------------
3. SEC USE ONLY
- -------- ----------------------------------------------------------------------
4. SOURCE OF FUNDS
BK; WC
- -------- ----------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f) ( )
- -------- ----------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands
- -------- ----------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON<F1>
- -------- ----------------------------------------------------------------------
8. CHECK IF THE AGGREGATE AMOUNT IN ROW(7) EXCLUDES CERTAIN SHARES ( )
- -------- ----------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)<F1>
- -------- ----------------------------------------------------------------------
10. TYPE OF REPORTING PERSON
CO
- -------- ----------------------------------------------------------------------
<F1> Getronics NV may be deemed to be the beneficial owner of the Offer
Securities reported herein through its ownership of all the outstanding
shares of common stock of Getronics Acquisition, Inc. Such Offer Securities
are not included above to avoid double counting.
<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
- -------- ----------------------------------------------------------------------
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
- -------- ----------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 48,037,898
Series A Preferred Stock: 90,000
Depositary Shares: 1,773,002<F1>
Common Stock Purchase Warrants: 4,045,188<F2>
Special Common Stock Warrant: 1<F3>
- -------- ----------------------------------------------------------------------
8. CHECK IF THE AGGREGATE AMOUNT IN ROW(7) EXCLUDES CERTAIN SHARES ( )
- -------- ----------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Common Stock: 98.1%<F4>
Series A Preferred Stock: 100%<F5>
Depositary Shares: 76.5%<F1><F6>
Common Stock Purchase Warrants: 56.1%<F2><F7>
Special Common Stock Warrant: 100%<F3><F8>
- -------- ----------------------------------------------------------------------
10. TYPE OF REPORTING PERSON
CO
- -------- ----------------------------------------------------------------------
<F1> Each Depositary Share represents a 1/20th interest in a share of Series B
Preferred Stock.
<F2> Each Common Stock Purchase Warrant represents the right to purchase one
share of Common Stock.
<F3> The Special Common Stock Warrant represents the right to purchase 213,675
shares of Common Stock.
<F4> Based on total outstanding shares of Common Stock of 48,970,484 as of June
7, 1999, according to the Company's transfer agent.
<F5> Based on total outstanding shares of Series A Preferred Stock of 90,000 as
of June 7, 1999, according to the Company's transfer agent.
<F6> Based on total outstanding Depositary Shares of 2,317,647 as of June 7,
1999, according to the Company's transfer agent.
<F7> Based on total outstanding Common Stock Purchase Warrants of 7,204,758 as
of June 7, 1999, according to the Company's transfer agent.
<F8> Based on one outstanding Special Common Stock Warrant as of June 7, 1999,
according to the Company's transfer agent.
<PAGE>
This amendment No. 5 amends and supplements the Schedule 14D-1 filed on May
10, 1999, as amended (the "Schedule 14D-1"), 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. This amendment No. 5 constitutes the final amendment to the Schedule
14D-1.
Item 6. Interest in Securities of the Subject Company.
Item 6(a) and (b) are hereby amended to add at the end thereof the
following:
The Offer expired as scheduled at 12:00 midnight, New York City time, on
Monday, June 7, 1999. Based on preliminary information provided by the
Depositary, a total of 48,037,898 shares of Common Stock (including 1,098,828
shares of Common Stock subject to guarantees of delivery), 90,000 shares of
Series A Preferred Stock, 1,773,002 Depositary Shares (including 25,997
Depositary Shares subject to guarantees of delivery), 4,045,188 Common Stock
Purchase Warrants (including 38,497 Common Stock Purchase Warrants subject to
guarantees of delivery) and the one outstanding Special Common Stock Warrant
have been validly tendered pursuant to the Offer. The 48,037,898 shares of
Common Stock and warrants to purchase 4,258,863 shares of Common Stock represent
approximately 92.7% of all shares of Common Stock outstanding or issuable upon
exercise of warrants. The 90,000 shares of Series A Preferred Stock represent
100% of all shares of Series A Preferred Stock outstanding. The 1,773,002
Depositary Shares represent approximately 76.5% of all shares of Series B
Preferred Stock.
Subsequent to the issuance of the press release referred to in Item 10(f)
hereof, Parent and the Purchaser have been informed by the Company's transfer
agent that the number of issued and outstanding shares of Common Stock and of
Common Stock Purchase Warrants as of June 7, 1999, the date of the expiration of
the Offer, was 48,970,484 and 7,204,758, respectively. Accordingly, the
percentage of shares of Common Stock plus warrants that were tendered pursuant
to the Offer is 92.7% and not 90.7%, as reported in the press release.
Subject to (i) receipt of a decision from the European Commission that the
purchase of the Offer Securities pursuant to the Offer was, and the merger of
the Purchaser with and into the Company is, compatible with the common market
(which decision, although no assurances can be given, is expected to be received
not later than June 17, 1999) and (ii) satisfaction of the requirements of the
Delaware General Corporations Law ("DGCL") at the relevant time, Parent intends
to cause the Purchaser to merge with and into the Company pursuant to a "short
form" merger under the DGCL, resulting in the Company becoming a wholly-owned
subsidiary of Parent. In the merger, each share of outstanding Common Stock,
each share of Series B Preferred Stock and each Common Stock Purchase Warrant
(other than Offer Securities held by Parent, the Company or any of their
subsidiaries and Offer Securities with respect to which appraisal rights are
exercised under Delaware law) will be converted into the rights to receive,
respectively, $29.25 per share of Common Stock, $1,101.17 per share of Series B
Preferred Stock and $7.80 per Common Stock Purchase Warrant, each in cash and
without interest.
Item 10. Additional Information.
Item 10(f) is amended by adding at the end thereof the following:
On June 8, 1999, Parent issued a press release announcing that the Offer
had expired at 12:00 midnight, New York City time, on Monday, June 7, 1999. A
copy of the press release is attached hereto as Exhibit (a)(14) and is
incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding the following:
(a)(14) Press Release dated June 8, 1999, issued by Parent.
<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: June 9, 1999 GETRONICS NV
By:/s/ J.L. Docter
----------------------------
Name: J.L. Docter
Title: Chief Financial Officer
Dated: June 9, 1999 GETRONICS ACQUISITION, INC.
By:/s/ J.L. Docter
----------------------------
Name: J.L. Docter
Title: Treasurer
Exhibit (a)(14)
Press Release
Amsterdam,
June 8, 1999
GETRONICS SUCCESSFULLY COMPLETES TENDER OFFER WANG GLOBAL
Getronics today announced the completion of its previously announced tender
offer for all outstanding shares of common stock and other equity securities of
Wang Global, a leading international networked technology services and solutions
company.
Based on preliminary information provided by the Depositary, a total of
48,037,898 shares of Common Stock (including 1,098,828 shares of Common Stock
subject to guarantees of delivery), 90,000 shares of Series A Preferred Stock,
1,773,002 Depositary Shares (including 25,997 Depositary Shares subject to
guarantees of delivery), 4,045,188 Common Stock Purchase Warrants (including
38,497 Common Stock Purchase Warrants subject to guarantees of delivery) and the
one outstanding Special Common Stock Warrant have been validly tendered pursuant
to the Offer. The 48,037,898 shares of Common Stock and warrants to purchase
4,258,863 shares of Common Stock represent approximately 90.7% of all shares of
Common Stock outstanding or issuable upon exercise of warrants. The 90,000
shares of Series A Preferred Stock represent 100% of all shares of Series A
Preferred Stock outstanding. The 1,773,002 Depositary Shares represent
approximately 76.5% of all shares of Series B Preferred Stock.
The remaining shares of common stock and other equity securities not
tendered will be converted into the right to receive cash in a subsequent
transaction.
Getronics' intention is to rename the existing Wang Global companies into
Getronics throughout Northern and Central Europe, Latin America and in Asia
Pacific. In North America, the new entity will be known as GetronicsWang. In
Italy, the company will be known as GetronicsOlivetti, reflecting Wang Global's
1998 acquisition of Olivetti's Olsy unit.
"With the completion of the combination with Wang Global, Getronics
instantly will become a leading player in the worldwide Information and
Communication Technology market," said Cees van Luijk, President and CEO of
Getronics.
Following the completion of the transaction, Joseph M. Tucci, currently
chairman and Chief Executive Officer of Wang Global and Mias van Vuuren,
currently a member of the Management Committee at Wang Global, will join
Getronics' five-person Management Board that further will consist of Cees van
Luijk, Peter van Voorst and Jan Docter.
With the completion of the transaction Getronics will become one of the
leading ICT-companies in the world and will be active in more than 40 countries.
The combined sales will amount to Euros 4,3 bln. (Dfls 9,5 bln.) After
completion, Getronics will have approximately 33,000 employees.
This does not constitute an offer for sale of securities in the United
States. Securities offered by the Company may not be sold in the United States
absent registration or an exemption from registration under the U.S. Securities
Act of 1933, as amended. The Company does not intend to register any portion of
any offering in the United States or to conduct a public offering of securities
in the United States.
For further information:
Getronics NV
Donauweg 10
1043 AJ Amsterdam
The Netherlands
Tel.: +31 20 586 1964
Fax.: +31 20 586 1568
