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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 2 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. 2 filed on March 23, 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").
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) is hereby amended to add the following:
The first sentence of the first paragraph of Section 2. "Acceptance for
Payment and Payment for Shares" of the Offer to Purchase is hereby amended to
read in full as follows:
Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), Offeror will purchase,
by accepting for payment, and will pay for, all Shares validly tendered
prior to the Expiration Date (and not properly withdrawn) promptly
after the Expiration Date.
The last sentence of the penultimate paragraph of Section 8. "Certain
Information Concerning the Company" of the Offer to Purchase is hereby amended
to read in full as follows:
None of Offeror or Parent or their financial advisors assumes any
responsibility for the accuracy or validity of any of the projections.
The first paragraph of Section 15. "Certain Conditions to Offeror's
Obligations" of the Offer to Purchase is hereby amended to read in full as
follows:
Offeror shall not be required to commence or continue the
Offer or accept for payment, purchase or pay for any Shares tendered,
or may postpone the acceptance, purchase or payment for Shares, or may
amend (to the extent permitted by the Merger Agreement) or terminate
the Offer (1) if the Minimum Condition is not satisfied as of the
expiration of the Offer; (2) if any applicable waiting period under the
Hart-Scott-Rodino Act in respect of the Offer shall not have expired or
have been terminated prior to the expiration of the Offer (provided,
however, that Offeror shall extend the expiration date of the Offer
from time to time until May 31, 1998, if, when and as necessary to
satisfy any request by the Federal Trade Commission (the "FTC") or the
Department of Justice, Antitrust Division (the "Division") for
additional information under the Hart-Scott-
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Rodino Act); or (3) if, at any time on or after February 24, 1998 and
prior to the Expiration Date (or, in respect of paragraph (i), the
latest date permitted in accordance with Rule 14d-1(c)), any of the
following events shall have occurred (each of paragraphs (a) through
(i) providing a separate and independent condition to Offeror's
obligations pursuant to the Offer):
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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.
March 23, 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
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