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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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. 2 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:
At 12:00 midnight, New York City time, on Tuesday, August 5, the Offer
expired. Based on a preliminary count, the Company has been informed that
approximately 11,771,604 shares of Common Stock were tendered pursuant to
the Offer, of which 782,453 shares of Common Stock were tendered pursuant
to notices of guaranteed delivery. On August 6, 1997, effective as of 12:01
a.m., all shares of Common Stock validly tendered and not withdrawn prior
to the expiration of the Offer were accepted for payment. The acceptance of
such tendered shares of Common Stock resulted in Parent and its
subsidiaries owning approximately 96.2% of the shares of the Company's
Common Stock. A copy of a press release announcing the expiration of the
Offer and the acceptance of validly tendered shares of Common Stock is
attached hereto as Exhibit 99.2 and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
This subsection is hereby amended and supplemented by addition of the
following additional exhibit:
Exhibit 99.2 Press Release, dated August 6, 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: August 6, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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<C> <S>
99.2 Press Release, dated August 6, 1997, issued by the Company.
</TABLE>
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EXHIBIT 99.2
[WYLE LOGO] NEWS
FOR IMMEDIATE RELEASE
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Contact: R. Van Ness Holland, Jr.
Chief Financial Officer
714/453-4310
RAAB KARCHER COMPLETES TENDER OFFER FOR WYLE ELECTRONICS
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IRVINE, CALIFORNIA, August 6, 1997 -- Wyle Electronics (NYSE:WYL)
announced today that Raab Karcher AG, a wholly owned subsidiary of VEBA AG, has
successfully completed its all-cash tender offer for all of the outstanding
common shares of Wyle Electronics, including the associated preferred stock
purchase rights (collectively, the "Common Stock"). The tender offer expired, as
scheduled, at 12:00 midnight, New York City time, on Tuesday, August 5, 1997.
Based on a preliminary count, Wyle Electronics has been informed that 11,771,604
shares of Common Stock were tendered (including 782,453 shares of Common Stock
tendered pursuant to notices of guaranteed delivery) and accepted for payment at
a price of $50.00 per share of Common Stock.
The acceptance of these shares of Common Stock in the tender offer
results in Raab Karcher AG and its subsidiaries owning approximately 96.2% of
the outstanding shares of Wyle Electronics' Common Stock.
As soon as practicable, a subsidiary of Raab Karcher AG will merge with
and into Wyle Electronics and each share of Common Stock 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.
