<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A-1
(RULE 13d-101)
(AMENDMENT NO. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
ENTEX INFORMATION SERVICES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
(Title of Class of Securities)
293818-100
(CUSIP Number)
KENNETH R. MEYERS
SIEMENS CORPORATION
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022
(212) 258-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPY TO:
JOHN A. HEALY
CLIFFORD CHANCE ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
APRIL 18, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
(Continued on following pages)
(Page 1 of 5 Pages)
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
SIEMENS AKTIENGESELLSCHAFT
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX 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
7. SOLE VOTING POWER
NUMBER OF
SHARES 30,729,136
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
30,729,136
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,729,136
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.6%
14. TYPE OF REPORTING PERSON
CO
2
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
ENTEX IT SERVICES, INC. (AS SUCCESSOR TO EMILIA ACQUISITION CORP.)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. SOLE VOTING POWER
NUMBER OF
SHARES 30,729,136
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
30,729,136
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,729,136
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.6%
14. TYPE OF REPORTING PERSON
CO
3
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AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D constitutes the final amendment to
the statement on Schedule 13D filed with the Commission on March 23, 2000 (as
amended, the "Schedule 13D"), by Siemens Aktiengesellschaft, a corporation
organized under the laws of the Federal Republic of Germany ("Siemens AG") and
Emilia Acquisition Corp., a corporation organized under the laws of the State of
Delaware ("Acquisition") relating to shares of common stock, par value $.0001
per share (the "Common Stock"), of ENTEX Information Services, Inc., a Delaware
corporation (the "Company"). Unless the context otherwise requires, capitalized
terms used but not defined herein have the meanings ascribed to them in the
Schedule 13D.
The Schedule 13D is hereby amended and/or supplemented as provided
below:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
On April 18, 2000, Acquisition exercised its Call Option granted
pursuant to the Stockholders Agreement. On April 21, 2000, pursuant to the Call
Option and the Drag-Along Rights, Acquisition acquired 30,729,136 shares of
Common Stock constituting approximately 93.6% of the outstanding shares of
Common Stock.
In accordance with the terms of the Merger Agreement, after Acquisition
purchased the 30,729,136 shares of Common Stock, Acquisition merged with and
into the Company on April 21, 2000, pursuant to the "short-form" merger
procedure permitted under Delaware law and the surviving corporation in the
merger was renamed "ENTEX IT Services, Inc." In connection with the Merger, each
issued and outstanding share of Common Stock (other than those owned by Siemens
AG, Siemens, Acquisition or any subsidiary of any of them, any shares of Common
Stock held in treasury of the Company and shares of Common Stock with respect to
which appraisal rights have been demanded and perfected in accordance with
Delaware law) were converted into and represent the right to receive the
Purchase Price per share to be determined in accordance with the terms of the
Merger Agreement.
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct. In executing this statement, the undersigned agree,
to the extent required by Rule 13d-1(f), that this statement is being filed on
behalf of each of the reporting persons herein.
Dated May 15, 2000
SIEMENS AKTIENGESELLSCHAFT
By: /s/ Christian Kaliner
-------------------------
Name: Christian Kaliner
Title: Legal Counsel
By: /s/ Karl-Heinz Seibert
-------------------------
Name: Karl-Heinz Seibert
Title: Vice President
ENTEX IT SERVICES, INC.
(as successor to Emilia Acquisition Corp.)
By: /s/ Kenneth R. Meyers
-------------------------
Name: Kenneth R. Meyers
Title: Secretary
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