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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. 3)*
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)
March 18, 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 5 Pages)
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*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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SCHEDULE 13D
<TABLE>
<CAPTION>
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CUSIP NO. 193369210 PAGE 2 OF 5 PAGES
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<S> <C> <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 8 SHARED VOTING POWER
BENEFICIALLY
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)
62.1%
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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 5 PAGES
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3 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 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 4. PURPOSE OF THE TRANSACTION
No change except for the addition of the following paragraph as the
last paragraph of Item 4:
On March 18, 1998, the Issuer publicly announced that the
Special Committee and the Reporting Person have agreed on a cash price
of $15.90 per share for the acquisition by WG Holding, through a
merger, of the 2,002,178 shares of the Company's outstanding common
stock not already owned by WG Holding. The Special Committee has
advised the Board of Directors of the Issuer that it is prepared to
recommend the proposed merger transaction to the Board of Directors.
The Board of Directors of the Issuer is expected to meet in the near
future to receive and discuss the recommendation of the Special
Committee concerning the proposed merger transaction, to consider for
approval a definitive merger agreement to effectuate the proposed
transaction and, if the proposed transaction is approved by the Board,
to fix a date for a special shareholders meeting to seek approval of
the proposed transaction by the Company's shareholders.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibit is filed as part of this Schedule 13D:
Exhibit 3 - Press Release of Wandel & Goltermann Technologies,
Inc., dated March 18, 1998.
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CUSIP No. 193369210 PAGE 4 OF 5 PAGES
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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: March 20, 1998 WANDEL & GOLTERMANN MANAGEMENT
----------------- HOLDING GMBH
By: /s/ Rolf Schmid
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Rolf Schmid, Managing Director and
Chief Financial Officer
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CUSIP No. 193369210 PAGE 5 OF 5 PAGES
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EXHIBIT 3 TO SCHEDULE 13D
WGTI SPECIAL COMMITTEE AND MAJORITY SHAREHOLDER AGREE ON PRICE OF $15.90
PER SHARE FOR ACQUISITION OF MINORITY INTEREST
RESEARCH TRIANGLE PARK, NC -- March 18, 1998 -- Wandel & Goltermann
Technologies, Inc. (the Company) [NASDAQ:WGTI], today announced that the Special
Committee of independent directors of the Company's Board of Directors and
Wandel & Goltermann Management Holding GmbH (WG Holding), the Company's majority
shareholder, have agreed on a cash price of $15.90 per share for the acquisition
by WG Holding, through a merger, of the 2,002,178 shares of the Company's
outstanding common stock not already owned by WG Holding. In addition, the
Special Committee and WG Holding have agreed that, as part of the merger,
holders of vested and unvested options to purchase shares of the Company's
common stock would receive a cash payment equal to the difference between the
option exercise price and $15.90 per share. As previously announced on January
12, 1998, WG Holding initially offered to acquire the minority interest for a
cash price of $13.00 per share.
The Special Committee, relying in part upon the opinion of its financial
advisor, The Robinson-Humphrey Company, LLC, that a cash price of $15.90 per
share is fair to the Company's minority shareholders from a financial
standpoint, is prepared to recommend the proposed merger transaction to the
Board of Directors of the Company. The Board of Directors will meet in the near
future to receive and discuss the recommendation of the Special Committee
concerning the proposed merger transaction, to consider for approval a
definitive merger agreement and, if the proposed transaction is approved by the
Board, to fix a date for a special shareholders meeting for approval of the
proposed transaction by the Company's shareholders.
WG Holding, headquartered in Eningen, Germany, is a privately-held German
limited liability company that, through its various affiliates, is engaged in
the business of developing and manufacturing communications test solutions sold
through its worldwide distribution network.
Wandel & Goltermann Technologies, Inc., located in Research Triangle Park, NC,
offers a full spectrum of network analysis solutions including the Domino,
DA-3x, NetForce and WG Domain product families for network operators, service
providers, developers and labs around the world.
Wandel & goltermann product, service, and general information is available on
the World Wide Web at http://www.wg.com
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For more information, please contact:
Gerry Chastelet, President and CEO
(919) 941-5730
