<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Wandel & Goltermann Technologies, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
193369210
- --------------------------------------------------------------------------------
(CUSIP Number)
Rolf Schmid
Managing Director-Finance and Controlling
Wandel & Goltermann Management Holding GmbH
Box 1262, D-72795
Eningen u.A., Federal Republic of Germany
Tel No.: 011 49 7121 86-1708
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 18, 1997 (See Item 2(e))
- --------------------------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
__________________________________
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 193369210 Page 2 of 8 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WANDEL & GOLTERMANN MANAGEMENT HOLDING GMBH
- ------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
- ------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC OR 00
- ------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FEDERAL REPUBLIC OF GERMANY
- ------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
Number of 3,285,600
Shares ------------------------------------------------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER
Owned by
Each ------------------------------------------------------------------------------------------------------
Reporting
Person
With 9 SOLE DISPOSITIVE POWER
3,285,600
------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,285,600
- ------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5%
- ------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 193369210 Page 3 of 8 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D relates to the shares of common
stock, $.01 par value per share (the "Common Stock"), of Wandel & Goltermann
Technologies, Inc. (the "Issuer"). Items 2, 3, 4, 5, 6 and 7 of the Schedule 13D
filed by Wandel & Goltermann Management Holding GmbH ("WG Holding" or the
"Reporting Person") are amended as set forth below.
ITEM 2. IDENTITY AND BACKGROUND
The first sentence of the fifth paragraph of Item 2(e) is deleted and
replaced in its entirety with the following sentence:
Since the Issuer IPO, WG Holding, WG Predecessor and their
wholly-owned subsidiaries (the "WG Companies") have acquired and
disposed of an aggregate of 349,100 and 63,500 shares of Common Stock,
respectively, in market transactions ("Market Transactions").
In addition, the following paragraph is added at the end of the
response to Item 2:
(f) The name, business or residence address, present principal
occupation or employment and the citizenship of each Managing Director
of the Reporting Person and of each member of the Supervisory Board of
the Reporting Person are set forth in Exhibit 1 hereto, which is
incorporated herein by reference. During the past five years, to the
best of Reporting Person's knowledge, none of its Managing Directors or
members of its Supervisory Board has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No change except for the deletion and replacement of the second
paragraph of Item 3 with the following:
Shares acquired by WG Holding or WG Predecessor in Market
Transactions (349,100 shares in the aggregate) were acquired using
working capital at market prices ($4,681,675 in the aggregate).
ITEM 4. PURPOSE OF THE TRANSACTION
No change except for the deletion and replacement of the second
paragraph of Item 4 with the following two paragraphs:
The Reporting Person holds and expects to maintain a
controlling equity interest in the Issuer. Accordingly, the Reporting
Person has the ability to elect the entire Board of Directors of the
Issuer and to remove any or all directors of the Issuer, without
requiring the consent or approval of any other shareholder of the
Issuer. Any acquisition of Common Stock by the Reporting Person as a
consequence of the WG Restructuring Transactions (see Item 2(e)) is
merely the consequence of an internal restructuring of ownership by the
Reporting Person of
<PAGE> 4
CUSIP No. 193369210 Page 4 of 8 Pages
certain of its operating and nonoperating subsidiaries. Acquisitions of
an aggregate of 349,100 shares of Common Stock in Market Transactions
subsequent to the Issuer IPO were effected in order to increase the WG
Companies' ownership interest and investment in the Issuer. Depending
upon their evaluation of the Issuer's business and prospects, and upon
future developments (including, without limitation, performance of the
Common Stock in the market, availability of funds, alternative uses of
funds, business plans of the WG Companies and stock market and general
economic conditions), the Reporting Person (or other persons that may
be deemed affiliated with the Reporting Person) may from time to time
purchase additional shares of Common Stock and may from time to time
dispose of all or a portion of the Common Stock held by such person, or
cease buying or selling Common Stock. Any such additional purchases or
sales of Common Stock may be in open market or privately negotiated
transactions or otherwise.
On November 18, 1997, the Reporting Person advised the Board
of Directors of the Issuer that it was considering pursuing various
strategic transactions, certain of which might involve or affect the
Issuer. Although the Reporting Person has not made any definitive
proposal to the Issuer, among the alternatives under consideration by
the Reporting Person are (i) a merger of the Issuer with one or more
affiliates of the Reporting Person or (ii) a transaction in which the
Reporting Person would acquire all of the shares of the Issuer not
currently owned by the Reporting Person. The Reporting Person also
advised the Board of Directors of the Issuer that, although no
assurances could be given that it would make any proposal to the
Issuer, were such a proposal to be made the Reporting Person would
expect to present it to the Issuer prior to December 31, 1997.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
No change except that Items 5(a), 5(b) and 5(d) are deleted and
replaced by the following:
(a) WG Holding is the direct beneficial owner of 3,285,600
shares of Common Stock, or 62.5% of the 5,261,022 shares of Common
Stock outstanding on September 30, 1997.
(b) WG Holding has the sole power to vote or to direct the
vote and the sole power to dispose or to direct the disposition of
3,285,600 shares of Common Stock.
(d) The Reporting Person has the sole right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, 3,285,600 shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
No change except for the addition of the following as a new third
paragraph of Item 6:
In their capacities as Managing Directors of the Reporting
Person, any two of Messrs. Albrecht Wandel, Peter Wagner and Rolf
Schmid, acting together, may cause the Reporting Person to exercise its
voting and investment power over the shares of Common Stock held
directly and beneficially by the Reporting Person and, accordingly, may
be deemed to share beneficial ownership of such shares. Each of Messrs.
Wandel, Wagner and Schmid disclaim individual beneficial ownership of
the shares of Common Stock held directly and beneficially by the
Reporting Person. In addition, none of the members of the Supervisory
Board of the Reporting Person share voting or investment power over the
shares of Common Stock held directly or beneficially by the Reporting
Person. Except to the extent they may be deemed to be beneficial owners
of shares of Common Stock owned directly and beneficially by the
Reporting Person by
<PAGE> 5
CUSIP No. 193369210 Page 5 of 8 Pages
virtue of their positions with the Reporting Person, to the best of the
Reporting Person's knowledge, none of the Managing Directors or members
of the Supervisory Board of the Reporting Person own any shares of the
Common Stock except that Mr. Schmid holds 500 shares, Mr. Goltermann
holds 47,850 shares, Mr. Simmross holds 1,400 shares and Mr. Walper
holds 2,600 shares. None of these shares were acquired within the last
60 days except for open market purchases of 1,000 shares acquired by
Mr. Goltermann on September 23, 1997 and 1,000 shares acquired by Mr.
Walper on October 10, 1997.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibit is filed as part of this Schedule 13D:
Exhibit 1 - Name, business or residence address, present
principal occupation or employment and citizenship of each Managing
Director and member of the Supervisory Board of WG Holding.
<PAGE> 6
CUSIP No. 193369210 Page 6 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 20, 1997 WANDEL & GOLTERMANN MANAGEMENT
-------------------- HOLDING GMBH
By: /s/ Rolf Schmid
----------------------------------
Rolf Schmid, Managing Director and
Chief Financial Officer
<PAGE> 1
CUSIP No. 193369210 Page 7 of 8 Pages
EXHIBIT 1 TO SCHEDULE 13D
MANAGING DIRECTORS AND MEMBERS OF THE SUPERVISORY BOARD OF WANDEL & GOLTERMANN
MANAGEMENT HOLDING GMBH
The information set forth below is provided with respect to the
Managing Directors (Geschaftsfuhrer) and members of the Supervisory Board
(Aufsichtsratmitglieder) of Wandel & Goltermann Management Holding GmbH ("WG
Holding" or the "Reporting Person"). Each of these individuals is a citizen of
the Federal Republic of Germany.
<TABLE>
<CAPTION>
NAME AND BUSINESS OR RESIDENCE PRESENT POSITION WITH PRESENT PRINCIPAL OCCUPATION/
ADDRESS WG HOLDING EMPLOYMENT
<S> <C> <C>
ALBRECHT WANDEL Chief Executive Officer and Chief Executive Officer and
Wandel & Goltermann Managing Director Managing Director of WG
Management Holding GmbH Holding
Box 1262
D-72795 Eningen u.A.
Germany
PETER WAGNER Executive Vice President and Executive Vice President and
Wandel & Goltermann Managing Director Managing Director of WG
Management Holding GmbH Holding
Box 1262,
D-72795 Eningen u.A.
Germany
ROLF SCHMID Chief Financial Officer and Chief Financial Officer and
Wandel & Goltermann Managing Director Managing Director of WG
Management Holding GmbH Holding
Box 1262
D-72795 Eningen u.A.
Germany
FRANK GOLTERMANN Member of Supervisory Board Retired
Wandel & Goltermann
Management Holding GmbH
Box 1262
D-72795 Eningen u.A.
Germany
JOACHIM SIMMROSS Member of Supervisory Board Managing Director of Hannover
Hannover Finanz GmbH Finanz GmbH (an institutional
Leisewitzstrasse 37b finance and investment company)
D-30175 Hannover
Germany
</TABLE>
<PAGE> 2
CUSIP No. 193369210 Page 8 of 8 Pages
<TABLE>
<S> <C> <C>
Prof. Dr. Gerhard Zeidler Member of Supervisory Board Chief Executive Officer and
DEKRA e.V. Managing Director of DEKRA
Handwerkstrasse 15 e.V. (Testing and controlling
D-70565 Stuttgart institution)
Germany
Dietrich Elias Member of Supervisory Board Retired
Im Malerwinkel 6
D-53604 Bad Honnef
Germany
Kurt Dieter Karl Walper Member of Supervisory Board Retired
Boschstrasse 22
D-72336 Balingen
Germany
</TABLE>
