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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 1)
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
JULY 30, 1997
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This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1 (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, 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.
Capitalized terms used by not defined herein have the meanings ascribed to
such terms in the Offer to Purchase and the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(b) is hereby amended and supplemented as follows:
On July 28, 1997, Purchaser was informed by the FTC that early termination
of the waiting period under the HSR Act relating to the purchase of Shares
pursuant to the Offer had been granted. Accordingly, the condition of the Offer
requiring the expiration or termination of such waiting period has been
satisfied. A press release relating to the foregoing is filed as Exhibit (a)(9)
to the Schedule 14D-1 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)(9) Press Release issued by Parent on July 29, 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.
July 30, 1997
EBV ELECTRONICS INC.
By: /s/ MICHAEL ROHLEDER
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Name: Michael Rohleder
Title: President and CEO
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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.
July 30, 1997
RAAB KARCHER AG
By: /s/ GUNTHER BEUTH /s/ CURT VON BERGHES
--------------------------- ----------------------
Name: Gunther Beuth Name: Curt Von Berghes
Title: Member of the Board Title: General Counsel
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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.
July 30, 1997
VEBA AKTIENGESELLSCHAFT
/s/ HERMANN KRAMER /s/ ULRICH HUPPE
------------------------ ----------------------------
Dr. Hermann Kramer Ulrich Huppe
Member of the Board Executive Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO.
- -------
<S> <C> <C>
(a)(9) Press Release issued by Parent on July 29, 1997. ........................
</TABLE>
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RAAB KARCHER LOGO
-- PRESS RELEASE --
RAAB KARCHER RECEIVES EARLY TERMINATION OF
HART-SCOTT-RODINO WAITING PERIOD IN
TENDER OFFER FOR WYLE ELECTRONICS
ESSEN, GERMANY, July 29, 1997 -- Raab Karcher AG, a wholly owned subsidiary
of VEBA AG, today announced that it has been informed by the United States
Federal Trade Commission that early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to its
previously announced acquisition of Wyle Electronics (NYSE: WYL) was granted on
July 28, 1997. Accordingly, the condition to Raab Karcher's tender offer for
Wyle requiring the expiration or termination of such waiting period has been
satisfied.
The tender offer is scheduled to expire at 12:00 midnight, New York City
time, on August 5, 1997, unless the offer is extended.
Contacts:
Dr. Andreas Dahms
Director Public Relations
Raab Karcher AG
Tel: +49-201-459-1311
Email: [email protected]
Internet home page: http://www.raab-karcher.de
Mr. Paul Verbinnen
Mr. David Reno
Mr. Drew Brown
Sard Verbinnen & Co.
Tel: +1-212-687-8080
