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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Wandel & Goltermann Technologies, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
193369210
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(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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 9, 1998
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(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 6 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).
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<TABLE>
<CAPTION>
SCHEDULE 13D
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CUSIP NO. 193369210 PAGE 2 OF 6 PAGES
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<S> <C>
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WANDEL & GOLTERMANN MANAGEMENT HOLDING GMBH
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC OR 00 OR BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
FEDERAL REPUBLIC OF GERMANY
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7 SOLE VOTING POWER
3,285,600
NUMBER OF -------------------------------------------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 3,285,600
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,285,600
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5%
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14 TYPE OF REPORTING PERSON*
00
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 193369210 PAGE 3 OF 6 PAGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 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 3, 4 and 7 of the Schedule 13D filed by
Wandel & Goltermann Management Holding GmbH ("WG Holding" or the "Reporting
Person"), as previously amended, are further amended as set forth below.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No change except for the addition of the following as a new third
paragraph of Item 3:
The responses to Item 4 are incorporated herein by this
reference. All funds needed by the Reporting Person to acquire all of
the shares of the Issuer not owned by the Reporting Person if the
transaction contemplated by the Proposal (as defined in the response to
Item 4 hereof) is consummated will be obtained from the Reporting
Person's working capital and from advances under existing credit
facilities of the Reporting Person with a syndicate of banks for which
Commerzbank AG, Frankfurt, Germany, serves as agent bank.
ITEM 4. PURPOSE OF THE TRANSACTION
No change except for the deletion and replacement of the third
paragraph of Item 4 with the following two paragraphs:
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 had not at that time made any
definitive proposal to the Issuer, among the alternatives then under
consideration by the Reporting Person were (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 owned by the Reporting Person. Thereafter the
Board of Directors of the Issuer formed a special committee of its
independent directors to consider and review any such proposal that
might be made by the Reporting Person (the "Special Committee").
On January 9, 1998, the Reporting Person delivered a letter
(the "Proposal") to the Special Committee of the Board of Directors of
the Issuer proposing to enter into an agreement and plan of merger with
the Issuer pursuant to which (i) a newly-formed, wholly-owned
subsidiary of the Reporting Person ("Merger Corp.") would merge with
and into the Issuer and (ii) all holders of shares of the Common Stock
other than the Reporting Person would be entitled to receive $13.00 in
cash in exchange for each outstanding share of Common Stock held by
them at the effective time of the merger (subject, however, to any
exercise of dissenter's rights pursuant to the North Carolina Business
Corporation Act). The Proposal states that the consummation of the
proposed merger would be subject to, among other things: (a) the
recommendation of the Special Committee to the Board of Directors of
the Issuer to proceed with such transaction; (b) the approval of the
Board of Directors of the Issuer of the proposed merger; (c) the
Issuer, Merger Corp. and the Reporting Person entering into an
agreement and plan of merger in form and substance satisfactory to each
such party; and (d) the approval of such agreement and plan of
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CUSIP No. 193369210 PAGE 4 OF 6 PAGES
merger by the holders of the majority of the outstanding shares of
Common Stock (which approval, in light of the Reporting Person's
ownership of in excess of a majority of the outstanding shares of
Common Stock, would be assured).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibit is filed as part of this Schedule 13D:
Exhibit 2 - Letter dated December 9, 1997 from Wandel &
Goltermann Management Holding GmbH to the Special Committee of the
Board of Directors of Wandel & Goltermann Technologies, Inc.
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CUSIP No. 193369210 PAGE 5 OF 6 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: January 9, 1998 WANDEL & GOLTERMANN MANAGEMENT
------------------ HOLDING GMBH
By: /s/ Rolf Schmid
----------------------------------
Rolf Schmid, Managing Director and
Chief Financial Officer
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CUSIP No. 193369210 PAGE 6 OF 6 PAGES
EXHIBIT 2 TO SCHEDULE 13D
[Letterhead of Wandel & Goltermann Management Holding GmbH]
Eningen, 09. January 1998 GZ-nam
Mr. Sidney Topol
33 Commonwealth Avenue
USA-Boston, MA 02116 Fax: 001 617 267 3737
Mr. Richard Pospisil
16530 Steven Canyon Road
USA-Cupertino, CA 95014 Fax: 001 408 867 2237
RE: PROPOSAL TO ACQUIRE 100% OF THE COMMON STOCK OF WANDEL & GOLTERMANN
TECHNOLOGIES, INC. TO THE MEMBERS OF THE SPECIAL COMMITTEE OF THE BOARD
OF DIRECTORS OF WANDEL & GOLTERMANN TECHNOLOGIES, INC.
Gentlemen,
Wandel & Goltermann Management Holding GmbH ("WG Holding") hereby proposes to
enter into an agreement and plan of merger with Wandel & Goltermann
Technologies, Inc. ("WGTI") pursuant to which (i) a newly-formed, wholly-owned
subsidiary of WG Holding ("Merger Corp.") would merge with and into WGTI and
(ii) all holders of shares of the common stock, par value $.01 per share, of
WGTI other than WG Holding would be entitled to receive $13.00 in cash in
exchange for each outstanding share of WGTI common stock held by them at the
effective time of the merger (subject, however, to any exercise of dissenter's
rights pursuant to the North Carolina Business Corporation Act). Among other
things, consummation of the proposed merger would be subject to: (i) the Special
Committee's recommendation to the WGTI Board of Directors to proceed with such
transaction; (ii) the WGTI Board's approval of the proposed merger; (iii) WGTI,
Merger Corp. and WG Holding entering into an agreement and plan of merger in
form and substance satisfactory to each such party; and (iv) the approval of
such agreement and plan of merger by the holders of a majority of the
outstanding shares of WGTI common stock.
WG Holding believes that the proposed merger is in the best interest of WGTI and
all of its shareholders. Recognizing that WG Holding intends to maintain its
controlling equity interest in WGTI and would not be in favor of a sale of WGTI
or its assets to a third party, the proposed merger provides the WGTI minority
shareholders an opportunity for liquidity at a valuation that is at a
substantial premium to the market price for the WGTI shares immediately prior to
the November 19, 1997 press release announcing the possibility of this proposal.
WG Holding hereby respectfully requests that the Special Committee, in
accordance with the resolutions adopted by the Board of Directors of WGTI on
November 18, 1997, review, evaluate and make a recommendation to the WGTI Board
with respect to this proposal. We expect to provide the Special Committee with a
form of agreement and plan of merger with respect to this proposal during the
next week to ten days. In the meantime, should you have any questions regarding
the proposal or other matters addressed by this letter, please don't hesitate to
contact the undersigned, Albrecht Wandel or our counsel, Alan Leet.
Sincerely,
/s/ Peter Wagner /s/ Rolf Schmid
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Peter Wagner Rolf Schmid
cc: Members of the Board of Directors of Wandel & Goltermann Technologies, Inc.
