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SCHEDULE 13E-3/A
(AMENDMENT NO. 2)
TRANSACTION STATEMENT PURSUANT TO SECTION 13(E) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
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WATKINS-JOHNSON COMPANY
(NAME OF ISSUER)
WATKINS-JOHNSON COMPANY
DEAN A. WATKINS
WATKINS TRUST DATED SEPTEMBER 19, 1988
(NAME OF PERSONS FILING STATEMENT)
COMMON STOCK, WITHOUT PAR VALUE
COMMON STOCK PURCHASE RIGHTS
(TITLE OF CLASSES OF SECURITIES)
0009424861
(CUSIP NUMBER OF CLASSES OF SECURITIES)
WATKINS-JOHNSON COMPANY
3333 HILLVIEW AVENUE
PALO ALTO, CALIFORNIA 94304
TEL: (650) 493-4141
ATTN. W. KEITH KENNEDY
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
COPIES TO:
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HENRY LESSER, ESQ. MARSHALL SMALL, ESQ.
HELLER EHRMAN WHITE & MCAULIFFE MORRISON & FOERSTER LLP
525 UNIVERSITY AVENUE 425 MARKET STREET
PALO ALTO, CALIFORNIA 94301 SAN FRANCISCO, CALIFORNIA 94105
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This statement is filed in connection with (check the appropriate box):
/X/ a. The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
/ / b. The filing of registration statement under the Securities Act of
1933.
/ / c. A tender offer.
/ / d. None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: / /
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INTRODUCTION
This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13E-3
(this "Amendment No. 2") is being filed by the Watkins-Johnson Company ("WJ"),
Dean A. Watkins ("Dr. Watkins"), an individual who is the Chairman and
co-founder of WJ, and the Watkins Trust Dated September 19, 1988. This
Transaction Statement amends the Rule 13e-3 Transaction Statement on
Schedule 13E-3 dated December 21, 1999, as amended by Amendment No. 1 thereto
dated December 30, 1999 (the "Prior Filing"), filed by WJ, Dr. Watkins and the
Watkins Trust. All capitalized terms used and not defined in this Amendment
No. 2 have the meanings given to them in the Prior Filing or in the Proxy
Statement (as defined therein), as the case may be. The filing of this Amendment
No. 2 shall not be construed as an admission by Dr. Watkins or the Watkins Trust
or any of their affiliates that WJ is "controlled" by Dr. Watkins or the Watkins
Trust.
ITEM 16. ADDITIONAL INFORMATION.
The two separate press releases issued by WJ on January 14, 2000 (Exhibits
(c)(3) and (c)(4); see Item 17) are incorporated by reference herein.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
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EXHIBIT
NO. DESCRIPTION
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*(b)(1) Opinion of CIBC World Markets Corp., dated October 25, 1999
(included as Appendix C to Exhibit (d)(1)).
*(b)(2) Presentation materials prepared by CIBC World Markets Corp.
and presented to the Board of Directors of WJ on October 25,
1999. (Previously filed as Exhibit (b)(2) to the Prior
Filing and incorporated by reference herein.)
*(c)(1) Agreement and Plan of Merger, dated as of October 25, 1999,
between FP-WJ and WJ (included as Appendix A to
Exhibit (d)(1)).
*(c)(2) Recapitalization Agreement, dated as of October 25, 1999,
between WJ and the Watkins Trust (included as Appendix B to
Exhibit (d)(1)).
(c)(3) Press release issued by WJ on January 14, 2000 relating to
the closing of the Telecommunications Group Sale.
(c)(4) Press release issued by WJ on January 14, 2000 relating to
the tentative settlement of certain litigation challenging
the WJ Merger.
*(d)(1) Definitive Proxy Statement dated December 31, 1999, filed by
WJ with the Securities and Exchange Commission on
December 30, 1999.
*(d)(2) Letter to Shareowners (included and filed with Exhibit
(d)(1)).
*(d)(3) Proxy card(included and filed with Exhibit (d)(1)).
*(d)(4) Trustee Direction card (included and filed with Exhibit
(d)(1)).
*(d)(5) Letter to WJ Employees Investment Plan Participants
(included and filed with Exhibit (d)(1)).
*(e) See disclosure under captions "SUMMARY--Dissenters' Rights"
and "DISSENTERS' RIGHTS" in Exhibit (d)(1) and Appendix E to
Exhibit(d)(1).
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* Filed as an exhibit to the Prior Filing
1
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SIGNATURES
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.
January 14, 2000
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WATKINS-JOHNSON COMPANY
By: /s/ W. KEITH KENNEDY
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Name: W. Keith Kennedy
Title: Chief Executive Officer
WATKINS TRUST DATED SEPTEMBER 19, 1988
By: /s/ DEAN A. WATKINS
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Name: Dean A. Watkins
Title: Trustee
DEAN A. WATKINS
By: /s/ DEAN A. WATKINS
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Name: Dean A. Watkins
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2
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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*(b)(1) Opinion of CIBC World Markets Corp., dated October 25, 1999
(included as Appendix C to Exhibit (d)(1)).
*(b)(2) Presentation materials prepared by CIBC World Markets Corp.
and presented to the Board of Directors of WJ on October 25,
1999. (Previously filed as Exhibit (b)(2) to the Prior
Filing and incorporated by reference herein.)
*(c)(1) Agreement and Plan of Merger, dated as of October 25, 1999,
between FP-WJ and WJ (included as Appendix A to
Exhibit (d)(1)).
*(c)(2) Recapitalization Agreement, dated as of October 25, 1999,
between WJ and the Watkins Trust (included as Appendix B to
Exhibit (d)(1)).
(c)(3) Press release issued by WJ on January 14, 2000 relating to
the closing of the Telecommunications Group Sale.
(c)(4) Press release issued by WJ on January 14, 2000 relating to
the tentative settlement of certain litigation challenging
the WJ Merger.
*(d)(1) Definitive Proxy Statement dated December 31, 1999, filed by
WJ with the Securities and Exchange Commission on
December 30, 1999.
*(d)(2) Letter to Shareowners (included and filed with Exhibit
(d)(1)).
*(d)(3) Proxy card(included and filed with Exhibit (d)(1)).
*(d)(4) Trustee Direction card (included and filed with Exhibit
(d)(1)).
*(d)(5) Letter to WJ Employees Investment Plan Participants
(included and filed with Exhibit (d)(1)).
*(e) See disclosure under captions "SUMMARY--Dissenters' Rights"
and "DISSENTERS' RIGHTS" in Exhibit (d)(1) and Appendix E to
Exhibit(d)(1).
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* Filed as an exhibit to the Prior Filing
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Exhibit (c)(3)
FOR FURTHER INFORMATION:
MEDIA: JUDY BRENNAN (SARD VERBINNEN & CO) 212-687-8080
ANDREW COLE
INVESTOR CONTACT: FRANK E. EMERY (WATKINS-JOHNSON) 650-813-2752
FOR IMMEDIATE RELEASE
WATKINS-JOHNSON COMPLETES SALE OF ITS
TELECOMMUNICATION GROUP TO BAE SYSTEMS
PALO ALTO, CALIF. JANUARY 14, 2000 -- Watkins-Johnson Company (NYSE: WJ)
announced today that it has completed the sale of substantially all the assets
of its Telecommunications Group to the North American unit of BAE SYSTEMS. Prior
to November 1999 when British Aerospace merged with Marconi Electronic Systems
of General Electric Company plc, Marconi North America was part of GEC's Marconi
Electronic Systems Group. As announced August 1999, the purchase price is $57.9
million, subject to a post-closing balance sheet adjustment.
The Telecommunications Group sale was approved by a majority of
Watkins-Johnson shares at a special meeting held January 14, 2000 at the
company's headquarters in Palo Alto, Calif. This was the first of two special
meetings of WJ shareowners being held within a few weeks of one another. At
the second meeting, scheduled for January 31, 2000, shareowners will vote on
a separate transaction, announced last October, in which a new company formed
by investment funds managed by Fox Paine & Company will acquire
Watkins-Johnson Company in a recapitalization merger for $41.125 per share.
At this second meeting, the proxy card is BLUE to aid shareowners in
distinguishing it.
The sale of WJ's Telecommunications Group to a subsidiary of BAE SYSTEMS is part
of a strategy of the Watkins-Johnson Board of Directors, announced on March 1,
1999, to maximize shareowner value through the sale of the company. If the
subsequent Fox Paine merger is completed, the strategy will have been fully
implemented.
# # #
THIS NEWS RELEASE, OTHER THAN THE HISTORICAL FINANCIAL INFORMATION, CONSISTS OF
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES IN CONSUMMATING
THE PROPOSED FOX PAINE MERGER AND THE OTHER RISKS DETAILED FROM TIME TO TIME IN
THE COMPANY'S SEC REPORTS, INCLUDING THE REPORT ON FORM 10-K/A FOR THE YEAR
ENDED DEC. 31, 1998. ACTUAL RESULTS MAY VARY MATERIALLY.
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EXHIBIT (c)(4)
FOR FURTHER INFORMATION:
MEDIA: JUDY BRENNAN (SARD VERBINNEN & CO) 212-687-8080
ANDREW COLE
INVESTOR CONTACT: FRANK EMERY (WATKINS-JOHNSON) 650-813-2752
FOR RELEASE ON APPROVAL
WATKINS-JOHNSON COMPANY ANNOUNCES TENTATIVE
SETTLEMENT OF CHALLENGES TO RECAPITALIZATION
PALO ALTO, CALIF. JANUARY 14, 2000 - Watkins-Johnson Company (NYSE:WJ)
announced today that it has reached a tentative settlement with the
plaintiffs' counsel in the litigation opposing the proposed recapitalization
merger with an affiliate of investment funds managed by Fox Paine & Company,
LLC. As previously announced, pursuant to a recapitalization merger,
Watkins-Johnson's shareowners would be entitled to receive $41.125 per share
in cash. Following the announcement of the recapitalization merger
transaction in October 1999, Watkins-Johnson and its directors, in addition
to other parties, were named as defendants in several purported shareowner
class actions challenging the proposed transaction. The tentative settlement
being announced today, which is subject to the execution of a definitive
settlement agreement and judicial approval, would provide for a release of
the claims asserted in the lawsuits.
Pursuant to the tentative settlement agreement, the Fox Paine entity, FP-WJ
Acquisition Corp., has agreed, immediately and irrevocably, to reduce the
"break-up" fee payable under certain circumstances following a termination of
the recapitalization merger agreement from $13.25 million to $8.75 million.
In addition, Watkins-Johnson agreed to retain a qualified investment-banking
firm to render an additional opinion as to the fairness of the
recapitalization merger transaction.
# # #
THIS NEWS RELEASE, OTHER THAN THE HISTORICAL FINANCIAL INFORMATION, CONSISTS OF
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES IN COMPLETION OF
THE LITIGATION SETTLEMENT AND CONSUMMATING THE PROPOSED FOX PAINE MERGER AND THE
OTHER RISKS DETAILED FROM TIME TO TIME IN THE COMPANY'S SEC REPORTS, INCLUDING
THE REPORT ON FORM 10-K/A FOR THE YEAR ENDED DEC. 31, 1998. ACTUAL RESULTS MAY
VARY MATERIALLY.
