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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1 to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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WONDERWARE CORPORATION
(Name of Subject Company)
SIEBE PLC
WDR ACQUISITION CORP.
(Bidders)
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COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
978179109
(CUSIP Number of Class of Securities)
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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)
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This Amendment No. 1 filed on March 18, 1998 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").
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) is hereby amended to add the following information:
At 11:59 p.m. on March 14, 1998, the waiting period applicable to the
Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
expired without a request for additional information from the Federal Trade
Commission or the Antitrust Division of the Department of Justice.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended to add the following exhibit:
(a)(12) - Form of Joint Press Release, as issued by Parent
and the Company on March 18, 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 statement is true, complete and correct.
March 18, 1998
SIEBE PLC
By: /s/ Colin P. Bonsey
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Name: Colin P. Bonsey
Title: Director of Planning
WDR ACQUISITION CORP.
By: /s/ James C. Bays
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Name: James C. Bays
Title: Vice President
EXHIBIT INDEX
Exhibit Page
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(a)(12) Form of Joint Press Release, as issued by
Parent and the Company on March 18, 1998.
Exhibit (a)(12)
[Form of Press Release]
FOR IMMEDIATE RELEASE:
Wednesday March 18, 1998
HART-SCOTT-RODINO WAITING PERIOD EXPIRES
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 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, 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 A. Long, Telephone: (212)
493-6920; Taylor Rafferty Associates, James P. Prout, (212) 889-4350.
