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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant To Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
-----------------------------
MOORE PRODUCTS CO.
(Name of Subject Company)
MALIBU ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
SIEMENS ENERGY & AUTOMATION, INC.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
SIEMENS AKTIENGESELLSCHAFT
(Bidders)
COMMON STOCK,
PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
615836-103
(CUSIP Number of Class of Securities)
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 on Behalf of Bidders)
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
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TENDER OFFER
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed January 21, 2000 and the Schedule 13D filed January 21,
2000 (together, as amended and supplemented, the "Schedule 14D-1") relating 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, 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, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated January 21,
2000 (the "Offer to Purchase") and in the Letter of Transmittal (the Offer to
Purchase and the Letter of Transmittal, as amended or supplemented from time to
time, together constitute the "Offer"). Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the meanings assigned
thereto in the Offer to Purchase.
The Schedule 14D-1 is hereby amended and supplemented as follows:
ITEM 10. ADDITIONAL INFORMATION.
On February 2, 2000, Parent issued a press release announcing the early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 relating to the Offer and the receipt of notification
that the German Federal Cartel Office cleared the Offer under applicable German
law. The full text of the press release is attached hereto as Exhibit (a)(10)
and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press Release dated February 2, 2000.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 3, 2000
SIEMENS AKTIENGESELLSCHAFT
By: /s/ Eckart Stoer
------------------------------------
Name: Eckart Stoer
Title: Prokurist
By: /s/ Juergen Werth
------------------------------------
Name: Juergen Werth
Title: Syndicus
SIEMENS ENERGY & AUTOMATION, INC.
By: /s/ Thomas J Malott
------------------------------------
Name: Thomas J Malott
Title: President
MALIBU ACQUISITION CORP.
By: /s/ Thomas J Malott
------------------------------------
Name: Thomas J Malott
Title: President
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
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<S> <C>
(a)(1) Offer to Purchase, dated January 21, 2000.*
(a)(2) Letter of Transmittal to Tender Shares of Common Stock and Preferred Stock.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(7) Summary Advertisement.*
(a)(8) Press Release dated January 17, 2000.*
(a)(9) Press Release dated January 21, 2000.*
(a)(10) Press Release dated February 2, 2000.
(b) None.
(c)(1) Agreement and Plan of Merger, dated as of January 16, 2000, by and among Parent, Purchaser and
the Company.*
(c)(2) Confidentiality Agreement, dated as of November 15, 1999, by and among Parent and the Company.*
(c)(3) Tender and Option Agreement, dated as of January 16, 2000, by and among Parent, Purchaser and
certain stockholders of the Company.*
(d) None.
(e) Not applicable.
(f) None.
* Previously filed.
</TABLE>
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CONTACTS:
Mike Ruggeri
Siemens Corporation
(770) 751-2255
Georgeson Shareholder
Communications Inc.
(212) 440-9800
Siemens Announces Early Termination of Hart-Scott-Rodino Waiting Period
Regarding Pending Acquisition of Moore Products Co.
ATLANTA, Feb. 2, 2000 -- Siemens Energy & Automation, Inc., which is a
wholly owned subsidiary of Siemens AG, announced today that the FTC (Federal
Trade Commission) has granted early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act applicable to Siemens Energy &
Automation's pending acquisition of Moore Products Co. (NASDAQ: MORP). In
addition, Siemens AG has received notice that the German Federal Cartel Office
has cleared the tender offer under applicable German law.
As previously announced, Siemens Energy & Automation and Moore have entered
into a merger agreement under which a wholly owned subsidiary of Siemens Energy
& Automation, Malibu Acquisition Corp., commenced, on January 21, 2000, an all-
cash tender offer for all of Moore's outstanding common stock at a price of
$54.71 per share and all of its outstanding preferred stock at a price of $21.88
per share. The tender offer is conditioned upon, among other things, there
being tendered and not withdrawn prior to the expiration date of the tender
offer at least a majority of each of the shares of common stock and preferred
stock representing a majority of the total voting power of Moore on a fully
diluted basis. The tender offer and withdrawal rights are scheduled to expire
at 12:00 midnight, New York City time, on Thursday, February 17, 2000, unless
extended.
Goldman, Sachs & Co. is the dealer manager for the tender offer. Georgeson
Shareholder Communications Inc. is the information agent.
Headquartered in Atlanta, Ga., Siemens Energy & Automation manufactures and
markets the world's broadest range of electrical and electronic products,
systems and services to industrial and construction market customers. Its
technologies range from circuit protection and energy management systems to
process control, industrial software and totally integrated automation
solutions. The company also has expertise in electronic placement equipment,
systems integration, technical services and turnkey industrial systems. Its
Internet site is www.sea.siemens.com.
Siemens AG, the parent of Siemens Energy & Automation, is based in Munich,
Germany. It designs, manufactures and markets a wide range of electrical and
electronic parts and systems.
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2
Founded in 1940, Moore Products Co. operates under the name "Moore Process
Automation Solutions." The company is a global leader in providing innovative
solutions to process measurement and control applications. Its instruments and
control systems help to increase plant safety and productivity, reduce time to
market and improve product quality in industries such as chemical and
hydrocarbon processing, oil and gas, pharmaceutical, power generation, and pulp
and paper. The company employs approximately 1,200 persons worldwide and had
1998 revenue of $168 million. Its Internet site is www.moore-solutions.com.
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