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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 2)
(FINAL AMENDMENT)
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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WYLE ELECTRONICS
(Name of Subject Company)
EBV ELECTRONICS INC.,
RAAB KARCHER AG
AND
VEBA AG
(Bidder)
COMMON STOCK, WITHOUT PAR VALUE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
983051 10 3
(CUSIP Number of Class of Securities)
DR. FERDINAND POHL
EBV ELECTRONICS INC.
RUDOLF-V.-BENNIGSEN-FOERDER-PLATZ 1
45131 ESSEN, GERMANY
011-201-459-1501
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
Copy to:
JOHN J. MADDEN, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000
AUGUST 6, 1997
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This Amendment No. 2 (Final Amendment) to the Tender Offer Statement on
Schedule 14D-1 (as amended prior to the date hereof, the "Schedule 14D-1")
relates to the offer by EBV Electronics Inc., a Delaware corporation
("Purchaser") and an indirect wholly owned subsidiary of Raab Karcher AG, a
corporation organized under the laws of the Federal Republic of Germany
("Parent"), to purchase all outstanding shares of Common Stock, without par
value, and the associated preferred stock purchase rights (collectively, the
"Shares"), of Wyle Electronics, a California corporation, at a price of $50.00
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in Purchaser's Offer to Purchase dated July 9, 1997 (the
"Offer to Purchase") and in the related Letter of Transmittal (which, together
with the Offer to Purchase, constitute the "Offer"), copies of which were
attached to the Schedule 14D-1 as Exhibits (a)(1) and (a)(2), respectively. The
Schedule 14D-1 was initially filed with the Securities and Exchange Commission
on July 9, 1997. Parent is a wholly owned subsidiary of VEBA AG, a corporation
organized under the laws of the Federal Republic of Germany ("VEBA").
Capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Offer to Purchase and the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented as follows:
At 12:00 midnight, New York City time, on Tuesday, August
5, 1997 the Offer expired. Based on a preliminary count, approximately
11,771,604 Shares were tendered pursuant to the Offer, of which
782,453 Shares were tendered pursuant to notices of guaranteed
delivery. On August 6, 1997, effective as of 12:01 a.m., all Shares
validly tendered and not withdrawn prior to the expiration of the Offer
were accepted for payment. The acceptance of such tendered Shares
resulted in Parent and its subsidiaries owning approximately 96.2% of
the outstanding Shares on a fully diluted basis. A copy of a press
release announcing the expiration of the Offer and the acceptance for
payment of validly tendered Shares is attached hereto as Exhibit
(a)(10) 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
Exhibit:
(a)(10) Press Release issued by Parent on August 6, 1997.
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After reasonable 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.
August 6, 1997
EBV ELECTRONICS INC.
/s/ Michael Rohleder
By: ________________________
Name: Michael Rohleder
Title: President and CEO
2
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After reasonable 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.
August 6, 1997
RAAB KARCHER AG
/s/ Gunther Beuth /s/ Curt von Berghes
By: ____________________ ____________________
Name: Gunther Beuth Name: Curt von Berghes
Title: Member of the Board Title: General Counsel
3
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After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
August 6, 1997
VEBA AKTIENGESELLSCHAFT
/s/ Hans Michael Gaul /s/ Ulrich Huppe
____________________ ____________________
Name: Dr. Hans Michael Gaul Name: Ulrich Huppe
Title: Member of the Board Title: Executive Vice President
4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.
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<S> <C>
(a)(10) Press Release issued by Parent on August 6, 1997.................
</TABLE>
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RAAB KARCHER LOGO
FOR IMMEDIATE RELEASE
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Contacts:
Dr. Andreas Dahms Mr. Paul Verbinnen/Drew Brown
Director Public Relations Sard Verbinnen & Co.
Raab Karcher AG 212-687-8080
Tel: +49-201-459-1311
Email: [email protected]
Internet home page: http://www.raab-karcher.de
RAAB KARCHER COMPLETES CASH TENDER OFFER FOR WYLE ELECTRONICS
ESSEN, GERMANY, August 6, 1997 -- Raab Karcher AG, a wholly owned subsidiary of
VEBA AG, today announced that its wholly owned subsidiary EBV Electronics Inc.
has successfully completed the previously announced all-cash tender offer for
all of the outstanding common shares of Wyle Electronics (NYSE: WYL) at a price
of $50 per share. The offer expired at 12:00 midnight (EDT) on Tuesday,
August 5.
Based on a preliminary count, 11,771,604 shares, representing approximately
96.2% of the outstanding shares of Wyle (on a fully diluted basis), were
tendered and have been accepted for payment in accordance with the terms of the
offer. 782,453 Shares were tendered by guaranteed delivery and approximately
463,996 shares remain outstanding.
"With the successful completion of the tender offer, we can begin to capitalize
on the complementary strengths and enhanced market position of the two
organizations, providing suppliers and U.S. customers with increased global
reach," said Georg Kulenkampff, CEO of Raab Karcher. "We are
extremely pleased that this transaction has been highly welcomed by customers,
suppliers and the entire Wyle organization," he added. The partnership of Wyle
and Raab Karcher creates the third largest global distributor of electronic
components and will provide an excellent platform for further growth.
As soon as practicable, EBV Electronics Inc. will merge with and into Wyle and
each share not previously purchased in the tender offer (other than shares held
by shareholders who exercise appraisal rights) will be converted into the right
to receive $50.00 in cash.
Raab Karcher is a market leading, European-based distribution and services
group, with worldwide activities. In 1996, Raab Karcher generated revenue of
$7.0 billion with a total of approximately 29,000 employees. In distribution of
electronic components and computer systems, Raab Karcher serves as the holding
company for its subsidiaries EBV, Memec, Insight and Raab Karcher Electronic
Systems, which in 1996 reported aggregate sales of $1.7 billion.
Raab Karcher is a wholly owned subsidiary of VEBA AG, the fourth largest
company in Germany. With 1996 consolidated sales of approximately $50 billion
and a current market capitalization of approximately $28 billion, the VEBA
Group counts as one of the largest industrial groups in Europe.
Wyle electronics is a leading international distributor, marketing
semiconductors and computer products, as well as providing value-added
services, which include complex materials management systems and engineering
design services for ASIC products and programmable logic devices. The Company
maintains over 35 dedicated sales locations, with headquarters in Irvine, CA.
