<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(AMENDMENT NO. 4) (Final Amendment)
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13e-3 ((S)240.13e-3) THEREUNDER))
----------------
PYRAMID TECHNOLOGY CORPORATION
(NAME OF THE ISSUER)
----------------
PYRAMID TECHNOLOGY CORPORATION
SIEMENS NIXDORF MID-RANGE ACQUISITION CORP.
SIEMENS NIXDORF INFORMATIONSSYSTEME AG
SIEMENS AKTIENGESELLSCHAFT
(NAME OF PERSON(S) FILING STATEMENT)
----------------
COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
----------------
747236107
(CUSIP NUMBER OF CLASS OF SECURITIES)
----------------
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)
----------------
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
----------------
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: [_]
----------------
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TRANSACTION VALUATION AMOUNT OF FILING FEE
- ------------------------------------------------------------------------------
<S> <C>
$261,772,336.00* $52,354.46**
</TABLE>
- --------------------------------------------------------------------------------
* 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INTRODUCTION
This Amendment No. 4 to the Rule 13e-3 Transaction Statement (the Final
Amendment) 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").
2
<PAGE>
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10 is hereby amended and supplemented as follows:
On March 6, 1995, SNI AG completed its acquisition of the Company by
consummating the Merger. As a result of the Merger, the Company has become an
indirect wholly-owned subsidiary of SNI AG. All outstanding Shares not
acquired by SNI AG in the Offer have been converted into the right to receive
$16.00 net per Share in cash. A press release issued by SNI AG on March 6,
1995 announcing the consummation of the Merger and the completion of the
acquisition of the Company is attached hereto as Exhibit (d)(13) and is
incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended and supplemented as follows:
(d)(13)--Text of Press Release dated March 6, 1995 issued by SNI AG.
3
<PAGE>
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 13, 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
4
<PAGE>
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 13, 1995
Pyramid Technology Corporation
/s/ John S. Chen
By: _____________________________________
Name: John S. Chen
Title: President and Chief
Operating Officer
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
(d)(13) --Text of Press Release dated March 6, 1995 issued by
SNI AG.
</TABLE>
<PAGE>
EXHIBIT 99(d)(13)
Mr. Jochen Doering
Siemens Nixdorf
011-49-511-8708-700
Ms. Stacy Welsh
Pyramid
(408) 428-8298
FOR IMMEDIATE RELEASE
SIEMENS NIXDORF INFORMATIONSSYSTEME AG COMPLETES ACQUISITION OF PYRAMID
TECHNOLOGY CORPORATION
New York, March 6, 1995--Siemens Nixdorf Informationssysteme AG ("SNI"),
a wholly-owned subsidiary of Siemens AG, announced today that it has completed
its acquisition of Pyramid Technology Corporation by merging its indirect
wholly-owned subsidiary, Siemens Nixdorf Mid-Range Acquisition Corp., into
Pyramid. As a result of the merger, Pyramid has become an indirect wholly-owned
subsidiary of SNI. All outstanding common shares of Pyramid not acquired by SNI
in its recently completed tender offer have been converted into the right to
receive $16.00 net per share in cash.
A notice of merger and information statement, describing the procedures
to be followed in order to receive $16.00 net per share in cash, will be mailed
shortly to the record holders of Pyramid's outstanding common shares not
tendered in connection with SNI's recently completed tender offer.
