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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 4
Under the Securities Exchange Act of 1934
PYRAMID TECHNOLOGY CORPORATION
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
747236107
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(CUSIP Number)
Siemens Nixdorf Informationssysteme, AG
Heinz-Nixdorf-Ring 1
33102 Paderborn
Federal Republic of Germany
Attention: G. Schulmeyer
Telephone: 011-49-89-636-48400
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copies to:
E. Robert Lupone, Esq. Peter D. Lyons, Esq.
Siemens Corporation Shearman & Sterling
1301 Avenue of the Americas 599 Lexington Avenue
New York, New York 10019-6022 New York, NY 10022
Telephone: (212) 258-4000 Telephone: (212) 848-4000
January 20, 1995
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(Date of Event which Requires Filing of this Statement)
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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 13-d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with this statement. [ ]
Page 1 of 7 Pages
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CUSIP No. 747236107 13D
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SIEMENS NIXDORF INFORMATIONSSYSTEME, AG
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(2) Check the Appropriate Box if a member of a Group
(a) [ ]
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(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds AF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). [ ]
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(6) Citizenship or Place of Organization Federal Republic of Germany
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- ----------------
Number of (7) Sole Voting Power
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Shares
Beneficially (8) Shared Voting Power 4,047,743
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Owned by
Each (9) Sole Dispositive Power
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Reporting
Person (10) Shared Dispositive Power 4,047,743
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With
- ----------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743
----------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by Amount in Row (11)
23.9%
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(14) Type of Reporting Person CO
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Page 2 of 7 Pages
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CUSIP No. 747236107 13D
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SIEMENS AKTIENGESELLSCHAFT
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(2) Check the Appropriate Box if a member of a Group
(a) [ ]
-------------------------------------------------------------------
(b) [ ]
-------------------------------------------------------------------
(3) SEC Use Only
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(4) Source of Funds WC
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e). [ ]
----------------------------------------
(6) Citizenship or Place of Organization Federal Republic of Germany
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- ----------------
Number of (7) Sole Voting Power
---------------------------------------
Shares
Beneficially (8) Shared Voting Power 4,047,743
------------------------------
Owned by
Each (9) Sole Dispositive Power
----------------------------------
Reporting
Person (10) Shared Dispositive Power 4,047,743
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With
- ----------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743
---------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by Amount in Row (11)
23.9%
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(14) Type of Reporting Person CO
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Page 3 of 7 Pages
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This Amendment No. 4 amends and supplements the Statement on Schedule
13D initially filed with the Securities and Exchange Commission (the
"Commission") on August 31, 1994 by Siemens Nixdorf Information Systems, Inc., a
Massachusetts corporation ("SNI"), and Siemens Aktiengesellschaft, a corporation
organized under the laws of the Federal Republic of Germany ("Siemens AG"), as
amended by Amendment No. 1 thereto filed on September 15, 1994 by SNI and
Siemens AG, and as further amended by Amendment No. 2 thereto filed on December
1, 1994 by Siemens Nixdorf Informationssysteme, AG, a corporation organized
under the laws of the Federal Republic of Germany ("SNI AG"), and Siemens AG,
and as further amended by Amendment No. 3 thereto filed on January 9, 1995 by
SNI AG and Siemens AG (as so amended, the "Schedule 13D"). This Amendment No. 4
is filed with respect to the common stock, par value $.01 per share (the "Common
Stock"), of Pyramid Technology Corporation, a Delaware corporation (the
"Issuer"). The following amendments to Items 4, 6 and 7 of the Schedule 13D are
hereby made. Unless otherwise defined in this Amendment No. 4, all capitalized
terms shall have the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of the Transaction.
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Item 6. Contracts, Arrangements, Understandings or Relationships with
- ------ -------------------------------------------------------------
Respect to Securities of the Issuer.
-----------------------------------
Items 4 and 6 of the Schedule 13D are hereby amended and
supplemented by adding the following to the end thereof:
On January 20, 1995, the Issuer, SNI AG and Siemens Nixdorf Mid-Range
Acquisition Corp., a Delaware corporation and an indirect wholly owned
subsidiary of SNI AG ("Siemens Mid-Range"), entered into an Agreement and Plan
of Merger (the "Merger Agreement") pursuant to which all of the outstanding
Shares not already owned by SNI AG will be acquired by Siemens Mid-Range for
aggregate consideration of approximately US$207 million. Under the Merger
Agreement, Siemens Mid-Range will commence a tender offer for all outstanding
Shares for $16.00 per Share in cash. The tender offer will be followed by a
merger in which any Shares not acquired by Siemens Mid-Range in the tender offer
will be acquired for the same amount in cash. The tender offer, which has been
unanimously approved (with one director recusing himself) by the Issuer's Board,
will commence no later than Friday, January 27, 1995 and will be conditioned on
there being validly tendered that number of Shares that, when added to the
Shares already owned by SNI AG, constitutes a majority of the outstanding
Shares, as well as other customary conditions, including regulatory approvals. A
press release relating to the foregoing events is attached hereto as Exhibit 9
and is incorporated herein by reference in its entirety.
Item 7. Material to be Filed as Exhibits
- ------ --------------------------------
Item 7 of the Schedule 13D is hereby amended and supplemented by
adding the following to the end thereof:
EXHIBIT 9 Press Release issued jointly on January 23,
1995 by the Issuer and SNI AG.
Page 4 of 7 Pages
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Signature
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After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: January 23, 1995 SIEMENS NIXDORF INFORMATIONSSYSTEME, AG
By: /s/ Gerhard Schulmeyer
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Name: Gerhard Schulmeyer
Title: President, CEO
SIEMENS AKTIENGESELLSCHAFT
By: /s/ Adrienne Whitehead
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Name: Adrienne Whitehead
Title: Attorney-in-Fact
Page 5 of 7 Pages
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit No. Description Page No.
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<S> <C> <C>
Exhibit 1 Common Stock and Warrant Purchase Agreement dated as *
of August 21, 1994, among the Issuer and SNI
Exhibit 2 Form of Warrant. *
Exhibit 3 Power of Attorney dated August 25, 1994 executed by *
Gunther Moeser and Friedhelm Knippertz, each as
Executive Director of Siemens AG
Exhibit 99.4 Letter, dated January 6, 1995, from Gerhard Schulmeyer, *
President and CEO of SNI AG, to Richard Lussier,
Chairman and Chief Executive Officer of the Issuer.
Exhibit 99.5 Press Release issued jointly on January 9, 1995 by the *
Issuer and SNI AG
Exhibit 99.6 Text of the Schedule 13D as originally filed on August *
31, 1994
Exhibit 99.7 Text of Amendment No. 1 to the Schedule 13D *
Exhibit 99.8 Text of Amendment No. 2 to the Schedule 13D *
Exhibit 99.9 Press Release issued jointly on January 23, 1995 by the 7
Issuer and SNI AG
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</TABLE>
___________________
* Previously filed.
Page 6 of 7 Pages
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EXHIBIT 99.9
PRESS RELEASE
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CONTACT:
Mr. Kent Robertson
Senior Vice President, Chief Financial Officer
Pyramid Technology Corporation
Telephone: (408) 428-9000
Mr. Jochen Doering
Vice President, Corporate Communications
Siemens Nixdorf Informationssysteme AG
Telephone: 011-49-89-636-42700
FOR IMMEDIATE RELEASE
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PYRAMID TECHNOLOGY CORPORATION
TO BE ACQUIRED BY SIEMENS NIXDORF
SAN JOSE, CALIFORNIA AND PADERBORN, GERMANY, January 23, 1995.
Pyramid Technology Corporation ("Pyramid") and Siemens Nixdorf
Informationssysteme AG ("SNI"), a wholly owned subsidiary of Siemens AG, jointly
announced today that they have entered into an agreement pursuant to which a
wholly-owned subsidiary of SNI will acquire all of the outstanding common stock
of Pyramid (NASD Symbol: PYRD) not currently owned by SNI for an aggregate
purchase price of approximately US$207 million. Under the agreement, SNI's
subsidiary will commence a tender offer for all outstanding common stock of
Pyramid for $16.00 per share in cash. The tender offer will be followed by a
merger in which any shares not acquired by SNI's subsidiary in the tender offer
will be acquired for the same amount of cash. SNI currently owns over 17% of
the outstanding stock of Pyramid.
The tender offer, which has been approved by Pyramid's board of
directors, will commence no later than January 27 and will be conditioned on a
majority of the outstanding shares of Pyramid being tendered as well as other
customary conditions, including regulatory approvals.
Richard H. Lussier, Pyramid's Chairman and CEO, made the following
statement: "We are very pleased to become part of the SNI family. We feel this
transaction is fair to both the shareholders and the employees of Pyramid. With
the backing of SNI, our goal is to expand our market presence and to exploit our
technological leadership."
Gerhard Schulmeyer, SNI President and CEO, stated: "I am very pleased
that our two companies have come to terms. SNI's relationship with Pyramid has
evolved over a number of years. While this has been mutually beneficial, we
have together come to the conclusion that a closer link between the companies is
necessary in order to be able to fully realize our joint potential in terms of
both market coverage and technology competence.
"Pyramid will retain its corporate identity but will operate within
the framework of SNI's world-wide mid-range computer business. It is especially
important to us that this agreement has the support of Pyramid management. The
success of our combined operation depends upon maintaining that support in the
future."
SNI, Paderborn, Germany, is a systems partner with universal expertise
in the field of information technology. It is one of the world's largest
companies in this area and is the largest supplier of information technology of
European origin. In the past fiscal year (October 1, 1993 to September 30,
1994), SNI had revenues of more than U.S. $7.3 billion. SNI has a work force of
more than 39,000 and is represented in 45 countries.
SNI is a separate legal unit within the Siemens organization. In the
fiscal year 1993/94, Siemens AG had worldwide sales of more than U.S. $51
billion. Founded in 1847, the company numbers among the world's largest
electrical and electronics companies.
Founded in 1981, Pyramid develops scalable enterprise servers that
deliver high quality, high performance solutions for mid-range to high-end of
the open systems market. Pyramid provides data center-class support for
business critical environments, complemented by a full suite of professional
programs and support tools that help customers successfully implement scalable
enterprise computing. In the past fiscal year (October 1, 1993 to September 30,
1994), Pyramid had revenues of approximately $218 million. Pyramid has a work
force of approximately 850 employees.
Page 7 of 7 Pages
