<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
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)
April 30, 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 7 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 7 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
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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 3,250,900
Shares ------------------------------------------------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER
Owned by
Each ------------------------------------------------------------------------------------------------------
Reporting
Person
With 9 SOLE DISPOSITIVE POWER
3,250,900
------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,250,900
- ------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.8%
- ------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 193369210 Page 3 of 7 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of common stock, $.01 par
value per share (the "Common Stock"), of Wandel & Goltermann Technologies, Inc.
(the "Issuer"). The address of the principal executive offices of the Issuer
is 1030 Swabia Court, Research Triangle Park, North Carolina 27709-3585.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is filed by Wandel & Goltermann Management
Holding GmbH ("WG Holding" or the "Reporting Person"). WG Holding is a limited
liability company organized under the laws of the Federal Republic of Germany.
WG Holding is the parent company of several companies engaged in the business
of research, production and distribution of communications test measuring
equipment.
(b) The address of the principal business and principal office of
WG Holding is:
Box 1262
D-72795 Eningen u.A.
Federal Republic of Germany
(c) The Reporting Person has not, during the past five years, been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(d) The Reporting Person has not, during the past five years, been
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.
(e) Prior to its initial public offering (the "Issuer IPO")
effected in April 1994, the Issuer was a wholly-owned subsidiary of a
predecessor of WG Holding, Wandel & Goltermann Vertriebsholding GmbH ("WG
Predecessor"), a German limited liability company (then known as Wandel &
Goltermann Management Holding GmbH) owned by Albrecht Wandel, Renate Wandel and
Frank Goltermann, citizens of the Federal Republic of Germany. Prior to the
Issuer IPO, WG Predecessor held 3,750,000 shares of Common Stock, constituting
all of the outstanding Common Stock. In the Issuer IPO, the Issuer sold
1,250,000 shares of Common Stock and WG Predecessor sold 750,000 shares.
In March 1994, the owners of WG Predecessor contributed their
respective interests in WG Predecessor to Wandel & Goltermann GmbH & Co. E.M.,
a German limited liability partnership ("WGR"), whereupon WGR became WG
Predecessor's parent company.
In March 1995, the owners of WGR contributed their respective
interests in WGR to WG Holding, then a newly organized company, whereupon WG
Predecessor changed its name to Wandel & Goltermann Vertriebsholding GmbH.
Following the March 1995 transactions, WG Holding owned 100% of WGR which in
turn owned 100% of WG Predecessor.
<PAGE> 4
CUSIP No. 193369210 Page 4 of 7 Pages
In September 1996 and May 1997, WG Holding effected a restructuring in
a series of transactions (the "WG Restructuring Transactions") pursuant to
which, among other things, WG Predecessor was merged with and into WG Holding
and, as a result of such restructuring, WG Holding became the direct beneficial
owner of substantially all of the shares of Common Stock of Issuer held by WG
Predecessor. Following this restructuring, WG Holding held 2,950,000 shares of
Common Stock directly and 13,500 shares through a wholly-owned subsidiary.
Since the Issuer IPO, WG Holding, WG Predecessor and their
wholly-owned subsidiaries (the "WG Companies") have acquired and disposed of an
aggregate of 314,400 and 63,500 shares of Common Stock, respectively, in market
transactions ("Market Transactions"). Prior to April 1997, none of the
acquisitions of shares of Common Stock by the WG Companies, when aggregated
with all other acquisitions of Common Stock by the WG Companies during the
preceding twelve months, exceeded 2% of the outstanding Common Stock. The date
set forth on the cover page of this Schedule 13D as the "Date of Event Which
Requires Filing of This Statement" is April 30, 1997, the date upon which WG
Holding's acquisitions of Common Stock within a twelve month period exceeded 2%
of the outstanding Common Stock.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The responses to Item 2 are incorporated herein by this reference.
Shares acquired by WG Holding or WG Predecessor in Market Transactions
(314,400 shares in the aggregate) were acquired using working capital at market
prices ($4,284,512.50 in the aggregate).
ITEM 4. PURPOSE OF THE TRANSACTION
The responses to Items 2, 3 and 6 are incorporated herein by this
reference.
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 certain of its operating and nonoperating
subsidiaries. Acquisitions of an aggregate of 314,400 shares of Common Stock
in Market Transactions subsequent to the Issuer IPO were effected in order to
increase the WG Companies' ownership interest in the Issuer, which the
Reporting Person believes is an attractive investment. 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.
The Reporting Person (or other persons that may be deemed affiliated
with the Reporting Person) may elect to acquire additional shares of Common
Stock to use as consideration for stock for stock acquisitions of companies in
related businesses.
<PAGE> 5
CUSIP No. 193369210 Page 5 of 7 Pages
Other than as indicated above, the Reporting Person presently has no
plans or proposals which relate to or would otherwise result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure, including, but not limited to, if the Issuer is a
registered closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by section 13 of
the Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) WG Holding is the direct beneficial owner of 3,250,900 shares
of Common Stock, or 61.8% of the 5,260,822 shares of Common Stock outstanding
on June 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 3,250,900 shares
of Common Stock.
(c) The following table sets forth all purchases of Common Stock
by WG Holding during the last 60 days. All of such purchases by WG Holding
were open market transactions.
<TABLE>
<CAPTION>
APPROXIMATE PRICE PER SHARE ($)
DATE AMOUNT OF SHARES (EXCLUSIVE OF COMMISSIONS)
---- ---------------- --------------------------
<S> <C> <C>
6/23/97 2,500 9.25
6/23/97 5,000 9.50
6/25/97 2,000 9.50
6/25/97 7,500 9.50
6/25/97 3,000 9.50
6/27/97 16,000 9.25
6/27/97 4,000 9.38
7/7/97 15,000 9.44
7/8/97 5,000 9.63
</TABLE>
<PAGE> 6
CUSIP No. 193369210 Page 6 of 7 Pages
<TABLE>
<CAPTION>
APPROXIMATE PRICE PER SHARE ($)
DATE AMOUNT OF SHARES (EXCLUSIVE OF COMMISSIONS)
---- ---------------- --------------------------
<S> <C> <C>
7/9/97 10,000 9.75
7/10/97 8,000 9.75
7/10/97 12,000 9.63
7/11/97 5,000 9.75
7/14/97 2,000 9.88
7/14/97 2,000 10.00
7/16/97 10,000 9.75
7/16/97 5,000 9.50
7/16/97 6,000 10.00
7/21/97 10,000 9.63
7/23/97 5,300 9.63
7/25/97 10,000 9.63
</TABLE>
(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, 3,250,900 shares of Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The responses to Item 3, 4 and 5 are incorporated herein by this
reference.
By virtue of it holding a majority of the outstanding shares of the
Common Stock, the Reporting Person has the power to elect all of the members of
the Board of Directors of the Issuer. Rolf Schmid, Peter Wagner and Albrecht
Wandel, all of which serve as directors of the Issuer, also serve as the
executive officers and Managing Directors of WG Holding. In addition to
serving as the Managing Directors, Rolf Schmid serves as Chief Financial
Officer, Peter Wagner serves as Executive Vice President and Chief Operating
Officer, and Albrecht Wandel serves as President and Chief Executive Officer of
WG Holding.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
<PAGE> 7
CUSIP No. 193369210 Page 7 of 7 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: July 31, 1997 WANDEL & GOLTERMANN MANAGEMENT
------------------ HOLDING GMBH
By: /s/ Rolf Schmid
---------------------------------------
Rolf Schmid, Chief Financial Officer
