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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
WONDERWARE CORPORATION
(Name of Subject Company)
WONDERWARE CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
978179 10 9
(CUSIP Number of Class of Securities)
ROY H. SLAVIN
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
WONDERWARE CORPORATION
100 TECHNOLOGY DRIVE
IRVINE, CALIFORNIA 92618
(714) 727-3200
(Name, address, and telephone number of person
authorized to receive notice and communications
on behalf of person(s) filing statement)
Copies to:
D. BRADLEY PECK, ESQ.
Cooley Godward LLP
4365 Executive Drive, Suite 1100
San Diego, California 92121
(619) 550-6000
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Wonderware Corporation, a Delaware corporation (the "Company") hereby
amends and supplements its Solicitation/Recommendation Statement on Schedule
14D-9 (the "Schedule 14D-9"), originally filed by the Company on March 3, 1998,
with respect to the tender 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 ("Siebe"), to
purchase all of the outstanding Common Stock, $0.001 par value per share
(including the associated Series A Junior Participating Preferred Stock Purchase
Rights) of the Company. Capitalized terms herein have the meanings assigned to
them in the Schedule 14D-9, unless otherwise defined herein.
8. ADDITIONAL INFORMATION TO BE FURNISHED.
On March 4, 1998, the Company was notified by the Premerger Clearance
Office of the Federal Trade Commission that the waiting period applicable to the
consummation of the Merger under the HSR Act expired at 11:59 p.m. on March 14,
1998, as disclosed in the joint press release issued by the Company and Siebe, a
copy of which is filed as Exhibit 99.9 hereto and is incorporated herein by
reference.
9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by the addition of the following Exhibit hereto:
99.9 Joint Press Release issued by the Company and Siebe dated March 18,
1998.
2.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
WONDERWARE CORPORATION
Date: March 18, 1998 /s/ Sam M. Auriemma
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Sam M. Auriemma
Vice President, Finance
and Chief Financial Officer
3.
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EXHIBIT 99.9
[Form of Press Release]
FOR IMMEDIATE RELEASE:
Wednesday March 18, 1998
HART- SCOTT-RODINO WAITING PERIOD EXPIRES
Irvine, Calif., March 18, 1998 -- Siebe plc ("Siebe"), WDR Acquisition
Corp. and Wonderware Corporation ("Wonderware") announced today that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
applicable to the acquisition of shares of Common Stock, par value $0.001 per
share of Wonderware, including the associated preferred stock purchase rights
(the "Rights") issued pursuant to the Rights Agreement dated as of February 15,
1996, as amended on February 24, 1998, by and between Wonderware and The First
National Bank of Boston, as Rights Agent (the "Shares"), by WDR Acquisition
Corp. pursuant to its tender offer, has expired and that neither the Federal
Trade Commission nor the Antitrust Division of the United States Department of
Justice has requested additional information in connection therewith.
Accordingly, the condition of the tender offer relating to the expiration of the
applicable Hart-Scott-Rodino waiting period has been satisfied. Pursuant to a
merger agreement among the companies, WDR Acquisition has offered $24.00 in cash
per share for all issued and outstanding stock of Wonderware including the
Rights. The tender offer is scheduled to expire at 12:00 midnight, New York City
time, on Friday, April 3, 1998, unless extended.
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(R) Windows(R)-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, Allen Yurko, Chief Executive
Officer, Barry Francis, Group Public Relations Director, Telephone: (+44) 1753
855 411; Wonderware Corporation, Sam Auriemma, Vice President, CFO, Telephone:
(714) 450-7967, Tammy Trenkmann, Investor Relations, Telephone: (714) 450-7916;
D.F. King & Co., Inc., Thomas Long, Telephone: (212) 493-6920; Taylor Rafferty
Associates, James Prout, Telephone: (212) 889-4350.
