<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
MOORE PRODUCTS CO.
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
615836-103
(CUSIP Number)
KENNETH R. MEYERS
SIEMENS CORPORATION
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 258-4000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a Copy to:
WILLIAM G. LAWLOR
PETER D. CRIPPS
DECHERT PRICE & RHOADS
4000 BELL ATLANTIC TOWER
1717 ARCH STREET
PHILADELPHIA, PENNSYLVANIA 19103
(215) 994-4000
January 16, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
Note: Six copies of this Statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
===============================================================================
CUSIP NO. 615836-103 Page 1 of 13 Pages
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
SIEMENS ENERGY & AUTOMATION, INC.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 47.2%**
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
51.5%**
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51.5%**
-2-
<PAGE>
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.5%**
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
** See the "Introduction" and Section 12 of the Offer to Purchase,
incorporated herein by reference, for a description of the Tender and
Option Agreement dated January 16, 2000, by and among Siemens Energy &
Automation, Inc., Malibu Acquisition Corp. and certain stockholders of
Moore Products Co.
-3-
<PAGE>
SCHEDULE 13D
===============================================================================
CUSIP NO. 615836-103 Page 3 of 13 Pages
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
SIEMENS AKTIENGESELLSCHAFT
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
THE FEDERAL REPUBLIC OF GERMANY
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 47.2%**
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
51.5%**
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51.5%**
-4-
<PAGE>
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.5%**
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
** See the "Introduction" and Section 12 of the Offer to Purchase,
incorporated herein by reference, for a description of the Tender and
Option Agreement dated January 16, 2000, by and among Siemens Energy &
Automation, Inc., Malibu Acquisition Corp. and certain stockholders of
Moore Products Co.
-5-
<PAGE>
SCHEDULE 13D
===============================================================================
CUSIP NO. 615836-103 Page 5 of 13 Pages
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
MALIBU ACQUISITION CORP.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
PENNSYLVANIA
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 47.2%**
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------------------
-6-
<PAGE>
10 SHARED DISPOSITIVE POWER
51.5%**
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51.5%**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.5%**
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
** See the "Introduction" and Section 12 of the Offer to Purchase,
incorporated herein by reference, for a description of the Tender and
Option Agreement dated January 16, 2000, by and among Siemens Energy &
Automation, Inc., Malibu Acquisition Corp. and certain stockholders of
Moore Products Co.
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<PAGE>
SCHEDULE 13D
This statement on Schedule 13D (this "Statement") relates to the offer
by Malibu Acquisition Corp., a Pennsylvania corporation ("Purchaser") and a
direct wholly owned subsidiary of Siemens Energy & Automation, Inc. ("Parent"),
a Delaware corporation and an indirect wholly owned subsidiary of Siemens
Aktiengesellschaft, a corporation formed under the laws of the Federal Republic
of Germany ("Siemens AG"), to purchase (i) all of the outstanding shares of
common stock, par value $1.00 per share (the "Common Stock"), of Moore Products
Co., a Pennsylvania corporation (the "Company"), at a price of $54.71 per share
of Common Stock, net to the seller in cash, without interest thereon (the
"Common Stock Price"), and (ii) all of the outstanding shares of preferred
stock, par value $1.00 per share (the "Preferred Stock" and, together with the
Common Stock, the "Securities"), at a price of $21.88 per share of Preferred
Stock, net to the seller in cash, without interest thereon (the "Preferred Stock
Price"), upon the terms and subject to the conditions set forth in the Offer to
Purchase dated January 21, 2000 (the "Offer to Purchase"), a copy of which is
filed herewith as Exhibit (2), and in the related Letter of Transmittal, a copy
of which is filed herewith as Exhibit (3) (the Offer to Purchase and the Letter
of Transmittal, as amended or supplemented from time to time, collectively
constitute the "Offer").
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to shares of the common stock,
par value $1.00 per share, of Moore Products Co. (the "Company"), a Pennsylvania
corporation, with its principal executive offices at 1201 Sumneytown Pike,
Spring House, PA 19477-0900. The information set forth in the "Introduction" of
the Offer to Purchase and Schedule I to the Offer to Purchase is incorporated
herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Siemens AG, Purchaser and Parent.
The information set forth in the "Introduction," "Certain Information Concerning
Siemens AG, Parent and Purchaser" and Schedule I of the Offer to Purchase is
incorporated herein by reference. The name, business address, present principal
occupation or employment, the material occupations, positions, offices or
employments for the past five years and citizenship of each member of the
Supervisory Board or Board of Management and each executive officer of Siemens
AG and each director and executive officer of Parent and Purchaser and the name,
principal business and address of any corporation or other organization in which
such occupations, positions, offices and employments are or were carried on are
set forth in Schedule I to the Offer to Purchase and incorporated herein by
reference.
During the last five years, none of Siemens AG, Purchaser or Parent
or, to the best knowledge of Siemens AG, Purchaser and Parent, any of the
persons referred to in Schedule I (i) have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws.
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<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in the "Introduction" and "Sources and
Amount of Funds" of the Offer to Purchase is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in the "Introduction," "Purpose of the Offer
and the Merger; the Merger Agreement and Certain Other Agreements," "Plans for
the Company; Other Matters," "Effect of the Offer on the Market for the
Common Stock; Stock Quotation; Exchange Act Registration; Margin Regulations"
and "Dividends and Distributions" of the Offer to Purchase is incorporated
herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in the "Introduction," "Certain Information
Concerning Siemens AG, Parent and Purchaser," "Purpose of the Offer and the
Merger; the Merger Agreement and Certain Other Agreements" and "Background of
the Offer; Contacts with the Company" of the Offer to Purchase is incorporated
herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information set forth in the "Introduction," "Sources and Amount
of Funds," "Background of the Offer; Contacts with the Company," "Purpose of the
Offer and the Merger; the Merger Agreement and Certain Other Agreements," "Plans
for the Company; Other Matters" and "Fees and Expenses" of the Offer to Purchase
is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Filing Agreement, dated January 21, 2000.
(2) Offer to Purchase, dated January 21, 2000.*
(3) Letter of Transmittal to Tender Shares of Common Stock and Preferred
Stock.*
(4) Notice of Guaranteed Delivery.*
(5) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(6) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(8) Summary Advertisement.*
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<PAGE>
(9) Press Release dated January 17, 2000.*
(10) Press Release dated January 21, 2000.*
(11) Agreement and Plan of Merger, dated as of January 16, 2000, by and among
Parent, Purchaser and the Company.*
(12) Confidentiality Agreement, dated as of November 15, 1999, by and among
Parent and the Company.*
(13) Tender and Option Agreement, dated as of January 16, 2000, by and among
Parent, Purchaser and certain stockholders of the Company.*
(14) Employee Benefit and Severance Principles Adopted by the Company's Board of
Directors (incorporated by reference to the Schedule 14D-1 filed the date
hereof by the Company).
* Incorporated by reference to the Schedule 14D-1 filed the date hereof by
the Parent and Purchaser.
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<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct. In executing this statement, the undersigned
agree, to the extent required by Rule 13d-1(f), that this statement is being
filed on behalf of each of the reporting persons herein.
Dated: January 21, 2000
SIEMENS AKTIENGESELLSCHAFT
By: /s/ Dr. Inge Preuss
------------------------------------
Name: Dr. Inge Preuss
Title: Prokurist
By: /s/ Juergen Werth
------------------------------------
Name: Juergen Werth
Title: Prokurist
SIEMENS ENERGY & AUTOMATION, INC.
By: /s/ Thomas J Malott
------------------------------------
Name: Thomas J Malott
Title: President and CEO
MALIBU ACQUISITION CORP.
By: /s/ Gary K. Gabriel
------------------------------------
Name: Gary K. Gabriel
Title: Treasurer
<PAGE>
EXHIBIT INDEX
No. Description
- --- -----------
(1) Filing Agreement, dated January 21, 2000.
(2) Offer to Purchase, dated January 21, 2000.*
(3) Letter of Transmittal to Tender Shares of Common Stock and Preferred
Stock.*
(4) Notice of Guaranteed Delivery.*
(5) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(6) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(8) Summary Advertisement.*
(9) Press Release dated January 17, 2000.*
(10) Press Release dated January 21, 2000.*
(11) Agreement and Plan of Merger, dated as of January 16, 2000, by and among
Parent, Purchaser and the Company.*
(12) Confidentiality Agreement, dated as of November 15, 1999, by and among
Parent and the Company.*
(13) Tender and Option Agreement, dated as of January 16, 2000, by and among
Parent, Purchaser and certain stockholders of the Company.*
(14) Employee Benefit and Insurance Principles Adopted by the Company's Board of
Investors (Incorporated by reference to the Schedule 14D-9 filed the date
hereof by the Company).
* Incorporated by reference to the Schedule 14D-1 filed the date hereof by
the Parent and Purchaser.
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<PAGE>
Exhibit 1
Filing Agreement dated January 21, 2000
Re: Joint Filing of Schedule 13D
The undersigned hereby agree that:
(i) each of them is individually eligible to use the Schedule 13D
attached hereto;
(ii) the attached Schedule 13D is filed on behalf of each of them;
(iii) each of them is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the
completeness and accuracy of the information therein
concerning itself; but none of them is responsible for the
completeness and accuracy of the information concerning the
other persons making the filing, unless it knows or has reason
to believe that such information is inaccurate.
SIEMENS AKTIENGESELLSCHAFT
By: /s/ Dr. Inge Preuss
-----------------------------------
Name: Dr. Inge Preuss
Title: Prokurist
By: /s/ Juergen Werth
-----------------------------------
Name: Juergen Werth
Title: Prokurist
SIEMENS ENERGY & AUTOMATION, INC.
By: /s/ Thomas J Malott
-----------------------------------
Name: Thomas J Malott
Title: President and CEO
MALIBU ACQUISITION CORP.
By: /s/ Gary K. Gabriel
-----------------------------------
Name: Gary K. Gabriel
Title: Treasurer
