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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3 (FINAL AMENDMENT) TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant To Section 14(d)(1)
of the Securities Exchange Act of 1934
and
AMENDMENT NO. 3 TO
SCHEDULE 13D
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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
153 E. 53RD STREET
NEW YORK, NEW YORK 10022
(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. 3 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
At 12:00 midnight, New York City time on Thursday, February 17, 2000 the Offer
expired. Based on preliminary information provided by the Depositary,
approximately 2,562,538 shares of Common Stock and approximately 175,950 shares
of Preferred Stock were validly tendered and not withdrawn pursuant to the Offer
(including approximately 7,596 shares of Common Stock subject to guarantees of
delivery), which together represent approximately 97% of the outstanding shares
of Common Stock, 100% of the outstanding shares of Preferred Stock and
approximately 98% of the total voting power of the Company on a fully diluted
basis. The Purchaser has accepted for payment all such shares of Common Stock at
the purchase price of $54.71 per share of Common Stock, net to the seller in
cash, and all such shares of Preferred Stock at the purchase price of $21.88 per
share of Preferred Stock, net to the seller in cash.
ITEM 10. ADDITIONAL INFORMATION.
On February 18, 2000, Parent issued a press release announcing the expiration
of the Offer. The full text of the press release is attached hereto as Exhibit
(a)(11) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Press Release dated February 18, 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 22, 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 and Chief Executive
Officer
MALIBU ACQUISITION CORP.
By: /s/ Gary K. Gabriel
-------------------
Name: Gary K. Gabriel
Title: Treasurer
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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.*
(a)(11) Press Release dated February 18, 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.
</TABLE>
* Previously filed.
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Exhibit (a)(11)
CONTACTS:
Mike Ruggeri
Siemens Corporation
(770) 751-2255
Georgeson Shareholder
Communications Inc.
(212) 440-9800
Siemens Completes Tender Offer for Moore Products Co. Shares
ATLANTA, Feb. 18, 2000 -- Siemens Energy & Automation, Inc., which is a
wholly owned subsidiary of Siemens AG, announced today that its wholly owned
subsidiary, Malibu Acquisition Corp., has completed its all-cash tender offer
for the outstanding common stock of Moore Products Co. (NASDAQ: MORP) at a price
of $54.71 per share and the outstanding preferred stock of Moore at a price of
$21.88 per share. The tender offer expired, as scheduled, on Thursday, February
17 at 12:00 midnight, New York City time.
A preliminary count from the depositary shows that approximately 2,562,538
shares of Moore common stock and 175,950 shares of Moore preferred stock had
been tendered and accepted for payment as of the expiration of the offer
(including approximately 7,596 shares of common stock subject to guarantees of
delivery), which together represent approximately 97% of the outstanding shares
of common stock, 100% of the outstanding shares of preferred stock and
approximately 98% of the total voting power of Moore on a fully diluted basis.
Siemens Energy & Automation and Moore will proceed to complete, in the near
future, a short-form merger pursuant to which Siemens Energy & Automation will
acquire the remaining shares of common stock of Moore for $54.71 per share in
cash, subject to appraisal rights.
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.
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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