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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
WYLE ELECTRONICS
(NAME OF SUBJECT COMPANY)
WYLE ELECTRONICS
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, WITHOUT PAR VALUE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
983051103
(CUSIP NUMBER OF CLASS OF SECURITIES)
STEPHEN D. NATCHER, ESQ.
SENIOR VICE PRESIDENT -- ADMINISTRATION,
GENERAL COUNSEL AND SECRETARY
WYLE ELECTRONICS
15370 BARRANCA PARKWAY
IRVINE, CALIFORNIA 92618
(714) 753-9953
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
WITH A COPY TO:
GARY J. SINGER, ESQ.
C. JAMES LEVIN, ESQ.
O'MELVENY & MYERS LLP
610 NEWPORT CENTER DRIVE
NEWPORT BEACH, CALIFORNIA 92660
(714) 760-9600
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, dated July 9, 1997, of Wyle Electronics, a
California corporation (the "Company"), relating to the tender offer (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"), disclosed in a
Tender Offer Statement on Schedule 14D-1, dated July 9, 1997, as amended (the
"Schedule 14D-1"). The Offer relates to the purchase of all outstanding common
stock, without par value, of the Company, including the associated preferred
stock purchase rights (the "Rights") issued pursuant to the Company's Amended
and Restated Rights Agreement, dated February 23, 1995, between the Company and
ChaseMellon Shareholder Services, L.L.C. (as successor to Chemical Bank) as
Successor Rights Agent, as amended by the First Amendment to Rights Agreement,
dated as of July 2, 1997 (collectively, the "Common Stock"), at $50.00 per
share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated July 9, 1997, included in the Schedule
14D-1 (as amended, the "Offer to Purchase"). The Offer is being made pursuant to
an Agreement and Plan of Merger, dated as of July 3, 1997, among Parent,
Purchaser and the Company. Capitalized terms used and not otherwise defined
herein have the meanings set forth in the Offer to Purchase.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
This section is hereby amended and supplemented by addition of the
following information thereto:
On July 28, 1997, the Company and Parent received notification that
they had been granted early termination of the waiting period with respect
to their filings made under the HSR Act in connection with the Offer.
Termination of the HSR Act waiting period satisfies one of the conditions
to the Offer. Unless extended, the Offer will expire at 12:00 midnight, New
York City time, on August 5, 1997.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
This subsection is hereby amended and supplemented by addition of the
following additional exhibit:
Exhibit 99.1 Press Release, dated July 29, 1997, issued by the Company.
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SIGNATURE
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.
WYLE ELECTRONICS
By: /s/ STEPHEN D. NATCHER
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Stephen D. Natcher
Senior Vice
President -- Administration,
General Counsel and Secretary
Dated: July 31, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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<C> <S>
99.1 Press Release, dated July 29, 1997, issued by the Company.
</TABLE>
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EXHIBIT 99.1
[WYLE LETTERHEAD]
RAAB KARCHER AG ACQUISITION OF WYLE ELECTRONICS CLEARS
FEDERAL TRADE COMMISSION WAITING PERIOD
IRVINE, CALIFORNIA, JULY 29, 1997 -- Wyle Electronics (NYSE:WYL) and
Raab Karcher AG, a wholly owned subsidiary of VEBA AG, received notification on
July 28, 1997 that they had been granted early termination of the waiting period
with respect to their filings made under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 in connection with Raab Karcher's previously announced
all-cash tender offer for all of the outstanding common shares of Wyle
Electronics. Termination of the Hart-Scott-Rodino waiting period satisfies one
of the conditions to Raab Karcher's tender offer. Unless extended, the tender
offer will expire at midnight on August 5, 1997.
