===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
Amendment No. 3 to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1) of
the Securities Exchange Act of 1934
----------------------------
WONDERWARE CORPORATION
(Name of Subject Company)
SIEBE PLC
WDR ACQUISITION CORP.
(Bidders)
----------------------------
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
978179109
(CUSIP Number of Class of Securities)
----------------------------
David K. Robbins
Fried, Frank, Harris, Shriver & Jacobson
350 South Grand Avenue, 32nd Floor
Los Angeles, CA 90071
(213) 473-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
===========================================================================
This Amendment No. 3 filed on April 6, 1998 to the Schedule 14D-1
filed on March 2, 1998, as thereafter amended, relates to the offer by WDR
Acquisition Corp., a Delaware corporation and an indirect wholly owned
subsidiary of Siebe plc, a public limited company organized under the laws
of the United Kingdom ("Parent"), to purchase all the outstanding shares of
Common Stock, par value $0.001 per share of Wonderware Corporation, a
Delaware corporation (the "Company"), including the associated preferred
stock purchase rights issued pursuant to the Rights Agreement dated as of
February 15, 1996, as amended on February 24, 1998, by and between the
Company and The First National Bank of Boston, as Rights Agent (the
"Shares"), at a price of $24.00 per Share, net to the seller in cash and
without interest thereon, on the terms and subject to the conditions set
forth in the Offer to Purchase, dated March 2, 1998 (the "Offer to
Purchase"), and the related Letter of Transmittal (the "Letter of
Transmittal," which together with the Offer to Purchase constitutes the
"Offer").
This is the final amendment to the Schedule 14D-1 required by General
Instruction D to such Schedule. The tender offer terminated at 12:00
midnight, New York City time, on Friday April 3, 1998. A total of
approximately 13,662,162 Shares were properly tendered and not withdrawn as
of the termination of the tender offer (including 192,779 Shares tendered
by notice of guaranteed delivery). This represented approximately 94.44% of
the issued and outstanding Shares of the Company.
ITEM 7. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES
Item 7 is hereby amended to add the following:
Effective as of April 6, 1998, WDR Sub Corp. and Offeror entered into an
Assignment and Assumption Agreement pursuant to which Offeror assigned to
WDR Sub Corp. and WDR Sub Corp. assumed Offeror's rights and obligations to
purchase Shares tendered pursuant to the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended to add the following exhibit:
(a)(13) Form of Press Release, as issued by Parent on April 6, 1998.
SIGNATURES
After due inquiry and to the best of the knowledge and belief of each
of the undersigned, each of the undersigned certifies that the information
set forth in this amendment is true, complete and correct.
April 6, 1998
SIEBE PLC
By: /s/ Colin P. Bonsey
-----------------------------------
Name: Colin P. Bonsey
Title: Director of Planning
WDR ACQUISITION CORP.
By: /s/ James C. Bays
-----------------------------------
Name: James C. Bays
Title: Vice President
EXHIBIT INDEX
-------------
Exhibit Page
- ------- ----
(a)(13) Form of Press Release, as issued by Parent on April 6, 1998.
[Form of Press Release]
(a)(13)
FOR IMMEDIATE RELEASE:
April 6, 1998
SIEBE PLC SUCCESSFULLY COMPLETES TENDER OFFER
FOR WONDERWARE CORPORATION
United Kingdom-based Siebe plc ("Siebe") announced today the
successful completion of its tender offer for all the outstanding shares of
common stock, and associated preferred stock purchase rights (collectively,
the "Shares"), of Wonderware Corporation ("Wonderware") (NASDAQ:WNDR). The
Offer was made through WDR Acquisition Corp., an indirect wholly owned
subsidiary of Siebe. The Offer had expired at 12:00 midnight, New York City
time, on Friday, April 3, 1998, by which time approximately 13,470,677
Shares had been tendered. This represented more than 94.0 percent of the
outstanding Shares of Wonderware. Siebe will accept for payment all the
Shares tendered at the tender offer price of $24.00 per share.
Siebe is one of Britain's largest diversified engineering and
electronics groups, incorporating over 200 companies and employing over
50,000 people worldwide. The Group designs and manufactures temperature and
appliance controls, process automation and control systems, and industrial
equipment. Siebe's Control Systems division is a world leader in the
commercial building, factory and process automation and systems markets.
Founded in 1987, Wonderware pioneered Microsoft Windows-based software
for developing industrial automation applications. Wonderware's
FactorySuite(TM) product line is an integrated suite of easy-to-use
software tools for creating factory applications and provides one of the
broadest ranges of functionality available on the market today.
For more information, contact: Siebe plc, Barry Francis, Group Public
Relations Director, Telephone: (+44) 1753-855-411; D.F. King & Co., Inc.,
Thomas A. Long, Telephone: (212) 493-6920; Taylor Rafferty Associates,
James P. Prout, (212) 889-4350.
