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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(AMENDMENT NO. 3)
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13e-3 ((S)240.13e-3) THEREUNDER))
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PYRAMID TECHNOLOGY CORPORATION
(NAME OF THE ISSUER)
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PYRAMID TECHNOLOGY CORPORATION
SIEMENS NIXDORF MID-RANGE ACQUISITION CORP.
SIEMENS NIXDORF INFORMATIONSSYSTEME AG
SIEMENS AKTIENGESELLSCHAFT
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
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747236107
(CUSIP NUMBER OF CLASS OF SECURITIES)
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E. ROBERT LUPONE, ESQ. RICHARD H. LUSSIER
SIEMENS CORPORATION CHIEF EXECUTIVE OFFICER
1301 AVENUE OF THE AMERICAS PYRAMID TECHNOLOGY CORPORATION
NEW YORK, NEW YORK 10019-6022 3860 N. FIRST STREET
(212) 258-4000 SAN JOSE, CALIFORNIA 95134
(408) 428-9000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON(S) AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
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COPIES TO:
PETER D. LYONS, ESQ. LARRY W. SONSINI, ESQ.
SHEARMAN & STERLING DOUGLAS H. COLLOM, ESQ.
599 LEXINGTON AVENUE AARON J. ALTER, ESQ.
NEW YORK, NEW YORK 10022 WILSON, SONSINI, GOODRICH & ROSATI
(212) 848-4000 650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(415) 493-9300
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This statement is filed in connection with (check the appropriate box):
a. [_] The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation
14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [(S)240.13e-
3(c)] under the Securities Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act of
1933.
c. [X] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [_]
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$261,772,336.00* $52,354.46**
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* Note: The Transaction Value is calculated by multiplying $16.00, the per
share tender offer price, by 16,360,771, the sum of the number of shares of
Common Stock outstanding not already owned by Siemens Informationssysteme AG
and the 3,449,923 shares of Common Stock subject to options outstanding.
** 1/50 of 1% of Transaction Value.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Filing Party:
Paid: $52,354.46 Siemens Nixdorf Mid-Range
Acquisition Corp., Siemens Nixdorf
Informationssysteme AG, Siemens
Aktiengesellschaft
Form or Registration No: Schedule
14D-1/Schedule 13D
(Amendment No. 5)
Date Filed: January 27, 1995
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INTRODUCTION
This Amendment No. 3 to the Rule 13e-3 Transaction Statement on Schedule 13E-
3 filed with the Commission on February 13, 1995 (as amended the "Schedule 13E-
3") is being filed by (i) Siemens Nixdorf Mid-Range Acquisition Corp., a
Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of
Siemens Nixdorf Informationssysteme AG ("SNI AG"), a corporation organized
under the laws of the Federal Republic of Germany and a direct wholly owned
subsidiary of Siemens Aktiengesellschaft ("Siemens AG"), a corporation
organized under the laws of the Federal Republic of Germany, (ii) SNI AG, (iii)
Siemens AG, and (iv) Pyramid Technology Corporation, a Delaware corporation
(the "Company"), pursuant to Section 13(e) of the Securities Exchange Act of
1934, as amended, and Rule 13e-3 thereunder, in connection with the tender
offer by Purchaser for all the outstanding shares of common stock, par value
$.01 per share (the "Shares"), of the Company, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated January 27, 1995 (the
"Offer to Purchase"), the related Letter of Transmittal, and the Supplement to
the Offer to Purchase, as amended and supplemented, dated February 15, 1995, a
copy of which is filed as Exhibit (d)(2) to the Schedule 13E-3 (the
"Supplement") (together, the Offer to Purchase, the Supplement and the Letter
of Transmittal constitute the "Offer").
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ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10 is hereby amended and supplemented as follows:
The Offer expired as scheduled at 12:00 midnight, New York City time, on
Wednesday, March 1, 1995. Based on a preliminary count, 12,970,000 Shares,
representing approximately 79.6% of the outstanding Shares, were tendered
pursuant to the Offer, either by physical delivery or pursuant to notices
of guaranteed delivery, and were accepted for payment at $16.00 net per
Share in cash. In addition to the Shares acquired pursuant to the Offer,
SNI AG owns 2,717,743 Shares, representing approximately 16.7% of the
outstanding Shares. As a result, Purchaser and its affiliates own
approximately 96.3% of the outstanding Shares, which is a sufficient number
of Shares to enable Purchaser to effect the Merger without a vote or
meeting of the Company's stockholders. After the Merger SNI AG will
indirectly own 100% of the Company. Shares which were not tendered into the
Offer will be converted automatically into the right to receive $16.00 net
per Share in cash. Purchaser intends to effect the Merger as soon as
possible. A press release issued by SNI AG on March 2, 1995 announcing the
expiration of the Offer and the acceptance of validly tendered Shares is
attached hereto as Exhibit (d)(12) and is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended and supplemented as follows:
(d)(12)--Text of Press Release dated March 2, 1995 issued by SNI AG.
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SIGNATURE
AFTER DUE 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.
March 2, 1995
Siemens Nixdorf Mid-Range Acquisition
Corp.
/s/ Gerhard Schulmeyer
By:_____________________________________
Name: Gerhard Schulmeyer
Title: President
Siemens Nixdorf Informationssysteme AG
/s/ Gerhard Schulmeyer
By:_____________________________________
Name: Gerhard Schulmeyer
Title: President
Siemens Aktiengesellschaft
/s/ Adrienne Whitehead
By:_____________________________________
Name: Adrienne Whitehead
Title: Attorney-in-Fact
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SIGNATURE
AFTER DUE 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.
March 2, 1995
Pyramid Technology Corporation
/s/ John S. Chen
By: _____________________________________
Name: John S. Chen
Title: President and Chief
Operating Officer
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
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(d)(12) --Text of Press Release dated March 2, 1995 issued by
SNI AG.
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EXHIBIT (d)(12)
PRIVILEGED AND CONFIDENTIAL
ATTORNEY WORK PRODUCT
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Contact: Mr. Jochen Doering
Siemens Nixdorf
011 49 89 636-42700
Ms. Stacy Welsh
Pyramid
(408) 428-8298
For Immediate Release
SIEMENS NIXDORF INFORMATIONSSYSTEME AG COMPLETES
TENDER OFFER FOR PYRAMID TECHNOLOGY CORPORATION
NEW YORK, March 2, 1995 -- Siemens Nixdorf Informationssysteme
AG ("SNI") announced today that it had completed its tender offer for Pyramid
Technology Corporation ("Pyramid") (NASD: PYRD). The tender offer was made by
Siemens Nixdorf Mid-Range Acquisition Corp. ("Siemens Mid-Range"), an indirect
wholly-owned subsidiary of SNI AG.
The tender offer expired as scheduled at 12:00 midnight, New York City
time, on Wednesday, March 1, 1995. Based on a preliminary count, 12,970,000
shares, representing approximately 79.6% of the outstanding shares of common
stock of Pyramid, were tendered pursuant to the tender offer, either by physical
delivery or pursuant to notices of guaranteed delivery, and were accepted for
payment at $16.00 net per share in cash. In addition to the Pyramid shares
acquired in the tender offer, SNI owns 2,717,743 Pyramid shares, representing
approximately 16.7% of the outstanding shares of common stock of Pyramid.
As a result, Siemens Mid-Range and its affiliates own approximately
96.3% of the outstanding shares of common stock of Pyramid, which is a
sufficient number of shares to enable Siemens Mid-Range to merge into Pyramid
without a vote or meeting of Pyramid's stockholders. After the merger, SNI will
indirectly own 100% of Pyramid. Shares of Pyramid which were not tendered into
the offer will be converted automatically into the right to receive $16.00 net
per share in cash. Siemens Mid-Range intends to effect the merger as soon as
possible.
