-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VmuMO+5NGvL7/C7Wypg/eRzYKqDXL25XR0AIgjTO7Awul9U9BYj0VNjdh6wm6e6B gj033IuhXPoo9UJL5y9cNw== 0000950127-99-000179.txt : 20020715 0000950127-99-000179.hdr.sgml : 19990610 ACCESSION NUMBER: 0000950127-99-000179 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990609 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WANG LABORATORIES INC CENTRAL INDEX KEY: 0000104519 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042192707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12424 FILM NUMBER: 99643320 BUSINESS ADDRESS: STREET 1: 290 CONCORD ROAD CITY: BILLERICA STATE: MA ZIP: 01821-4120 BUSINESS PHONE: 9789675000 MAIL ADDRESS: STREET 1: 290 CONCORD ROAD CITY: BILLERICA STATE: MA ZIP: 01821-4120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GETRONICS N V CENTRAL INDEX KEY: 0001085680 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: DONANWEG 10 STREET 2: 1043 AJ AMSTERDAM CITY: NETHERLANDS MAIL ADDRESS: STREET 1: DONANWEG 10 STREET 2: 1043 AJ AMSTERDAM CITY: NETHERLANDS SC 14D1/A 1 AMENDMENT TO SCHEDULE 14D-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 5* TO SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 WANG LABORATORIES, INC. (Name of Subject Company) GETRONICS NV GETRONICS ACQUISITION, INC. (Bidders) Common Stock, par value $0.01 per share (including the associated rights) 4 1/2% Series A Cumulative Convertible Preferred Stock, par value $0.01 per share 6 1/2% Series B Cumulative Convertible Preferred Stock, par value $0.01 per share Depositary Shares (each representing a 1/20th interest in a share of 6-1/2% Series B Cumulative Convertible Preferred Stock) Common Stock Purchase Warrants Special Common Stock Warrant (Title of Class of Securities) Common Stock: 93369N109 Depositary Shares: 93369N208, 93369N604 Series A Preferred Stock: N/A Common Stock Purchase Warrants: 93369N117 Series B Preferred Stock: N/A Special Common Stock Warrant: N/A (CUSIP Number of Class of Securities) S.A. van Maasakker Getronics NV Donauweg 10 1043 AJ Amsterdam The Netherlands 011-31-20-586-1412 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) Copy to: John M. Reiss, Esq. White & Case LLP 1155 Avenue of the Americas New York, New York 10036 (212) 819-8200 - --------------- * Constituting the final amendment to the Schedule 14D-1. SCHEDULE 14D-1 CUSIP No. Common Stock: 93369N109 Series A Preferred Stock: N/A Series B Preferred Stock: N/A Depositary Shares: 93369N208, 93369N604 Common Stock Purchase Warrants: 3369N117 Special Common Stock Warrant: N/A - -------- --------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Getronics NV - -------- ---------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) - -------- ---------------------------------------------------------------------- 3. SEC USE ONLY - -------- ---------------------------------------------------------------------- 4. SOURCE OF FUNDS BK; WC - -------- ---------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ( ) - -------- ---------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands - -------- ---------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - -------- ---------------------------------------------------------------------- 8. CHECK IF THE AGGREGATE AMOUNT IN ROW(7) EXCLUDES CERTAIN SHARES ( ) - -------- ---------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) - -------- ---------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON CO - -------- ---------------------------------------------------------------------- Getronics NV may be deemed to be the beneficial owner of the Offer Securities reported herein through its ownership of all the outstanding shares of common stock of Getronics Acquisition, Inc. Such Offer Securities are not included above to avoid double counting. SCHEDULE 14D-1 CUSIP No. Common Stock: 93369N109 Series A Preferred Stock: N/A Series B Preferred Stock: N/A Depositary Shares: 93369N208, 93369N604 Common Stock Purchase Warrants: 93369N117 Special Common Stock Warrant: N/A - -------- ---------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Getronics Acquisition, Inc. - -------- ---------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) - -------- ---------------------------------------------------------------------- 3. SEC USE ONLY - -------- ---------------------------------------------------------------------- 4. SOURCE OF FUNDS AF - -------- ---------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ( ) - -------- ---------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------- ---------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock: 48,037,898 Series A Preferred Stock: 90,000 Depositary Shares: 1,773,002 Common Stock Purchase Warrants: 4,045,188 Special Common Stock Warrant: 1 - -------- ---------------------------------------------------------------------- 8. CHECK IF THE AGGREGATE AMOUNT IN ROW(7) EXCLUDES CERTAIN SHARES ( ) - -------- ---------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) Common Stock: 98.1% Series A Preferred Stock: 100% Depositary Shares: 76.5% Common Stock Purchase Warrants: 56.1% Special Common Stock Warrant: 100% - -------- ---------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON CO - -------- ---------------------------------------------------------------------- Each Depositary Share represents a 1/20th interest in a share of Series B Preferred Stock. Each Common Stock Purchase Warrant represents the right to purchase one share of Common Stock. The Special Common Stock Warrant represents the right to purchase 213,675 shares of Common Stock. Based on total outstanding shares of Common Stock of 48,970,484 as of June 7, 1999, according to the Company's transfer agent. Based on total outstanding shares of Series A Preferred Stock of 90,000 as of June 7, 1999, according to the Company's transfer agent. Based on total outstanding Depositary Shares of 2,317,647 as of June 7, 1999, according to the Company's transfer agent. Based on total outstanding Common Stock Purchase Warrants of 7,204,758 as of June 7, 1999, according to the Company's transfer agent. Based on one outstanding Special Common Stock Warrant as of June 7, 1999, according to the Company's transfer agent. This amendment No. 5 amends and supplements the Schedule 14D-1 filed on May 10, 1999, as amended (the "Schedule 14D-1"), relating to the offer by Getronics Acquisition, Inc., a company organized under the laws of Delaware and a wholly-owned subsidiary of Getronics NV, a public company with limited liability incorporated under the laws of The Netherlands with its corporate seat in Amsterdam, to purchase for cash (i) all of the issued and outstanding shares of common stock (including the associated rights), par value $0.01 per share (the "Common Stock"), of Wang Laboratories, Inc., a company organized under the laws of Delaware (the "Company"), at a price of $29.25 per share, net to the seller in cash, without interest thereon, (ii) all of the issued and outstanding shares of 4 1/2% Series A Cumulative Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock") of the Company, at a price of $1,271.73 per share, net to the seller in cash, without interest thereon, (iii) all of the issued and outstanding shares of 6 1/2% Series B Cumulative Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") of the Company, at a price of $1,101.71 per share, net to the seller in cash, without interest thereon, (iv) all of the issued and outstanding depositary shares, each representing a 1/20th interest in a share of Series B Preferred Stock (the "Depositary Shares") of the Company, at a price of $55.05 per share, net to the seller in cash, without interest thereon, (v) all of the issued and outstanding warrants (other than the Special Common Stock Warrant) to purchase shares of Common Stock (the "Common Stock Purchase Warrants") of the Company, at a price of $7.80 per Common Stock Purchase Warrant, net to the seller in cash, without interest thereon and (vi) the issued and outstanding warrant to receive a certain number of shares of Common Stock upon exercise thereof (the "Special Common Stock Warrant") of the Company, at a price of $6,250,000, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 10, 1999 (the "Offer to Purchase"), and in the related Letters of Transmittal and Notices of Guaranteed Delivery. This amendment No. 5 constitutes the final amendment to the Schedule 14D-1. Item 6. Interest in Securities of the Subject Company. Item 6(a) and (b) are hereby amended to add at the end thereof the following: The Offer expired as scheduled at 12:00 midnight, New York City time, on Monday, June 7, 1999. Based on preliminary information provided by the Depositary, a total of 48,037,898 shares of Common Stock (including 1,098,828 shares of Common Stock subject to guarantees of delivery), 90,000 shares of Series A Preferred Stock, 1,773,002 Depositary Shares (including 25,997 Depositary Shares subject to guarantees of delivery), 4,045,188 Common Stock Purchase Warrants (including 38,497 Common Stock Purchase Warrants subject to guarantees of delivery) and the one outstanding Special Common Stock Warrant have been validly tendered pursuant to the Offer. The 48,037,898 shares of Common Stock and warrants to purchase 4,258,863 shares of Common Stock represent approximately 92.7% of all shares of Common Stock outstanding or issuable upon exercise of warrants. The 90,000 shares of Series A Preferred Stock represent 100% of all shares of Series A Preferred Stock outstanding. The 1,773,002 Depositary Shares represent approximately 76.5% of all shares of Series B Preferred Stock. Subsequent to the issuance of the press release referred to in Item 10(f) hereof, Parent and the Purchaser have been informed by the Company's transfer agent that the number of issued and outstanding shares of Common Stock and of Common Stock Purchase Warrants as of June 7, 1999, the date of the expiration of the Offer, was 48,970,484 and 7,204,758, respectively. Accordingly, the percentage of shares of Common Stock plus warrants that were tendered pursuant to the Offer is 92.7% and not 90.7%, as reported in the press release. Subject to (i) receipt of a decision from the European Commission that the purchase of the Offer Securities pursuant to the Offer was, and the merger of the Purchaser with and into the Company is, compatible with the common market (which decision, although no assurances can be given, is expected to be received not later than June 17, 1999) and (ii) satisfaction of the requirements of the Delaware General Corporations Law ("DGCL") at the relevant time, Parent intends to cause the Purchaser to merge with and into the Company pursuant to a "short form" merger under the DGCL, resulting in the Company becoming a wholly-owned subsidiary of Parent. In the merger, each share of outstanding Common Stock, each share of Series B Preferred Stock and each Common Stock Purchase Warrant (other than Offer Securities held by Parent, the Company or any of their subsidiaries and Offer Securities with respect to which appraisal rights are exercised under Delaware law) will be converted into the rights to receive, respectively, $29.25 per share of Common Stock, $1,101.17 per share of Series B Preferred Stock and $7.80 per Common Stock Purchase Warrant, each in cash and without interest. Item 10. Additional Information. Item 10(f) is amended by adding at the end thereof the following: On June 8, 1999, Parent issued a press release announcing that the Offer had expired at 12:00 midnight, New York City time, on Monday, June 7, 1999. A copy of the press release is attached hereto as Exhibit (a)(14) and is incorporated herein by reference. Item 11. Material to be Filed as Exhibits. Item 11 is hereby amended and supplemented by adding the following: (a)(14) Press Release dated June 8, 1999, issued by Parent. SIGNATURE After due 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: June 9, 1999 GETRONICS NV By:/s/ J.L. Docter ---------------------------- Name: J.L. Docter Title: Chief Financial Officer Dated: June 9, 1999 GETRONICS ACQUISITION, INC. By:/s/ J.L. Docter ---------------------------- Name: J.L. Docter Title: Treasurer EX-99 2 PRESS RELEASE Exhibit (a)(14) Press Release Amsterdam, June 8, 1999 GETRONICS SUCCESSFULLY COMPLETES TENDER OFFER WANG GLOBAL Getronics today announced the completion of its previously announced tender offer for all outstanding shares of common stock and other equity securities of Wang Global, a leading international networked technology services and solutions company. Based on preliminary information provided by the Depositary, a total of 48,037,898 shares of Common Stock (including 1,098,828 shares of Common Stock subject to guarantees of delivery), 90,000 shares of Series A Preferred Stock, 1,773,002 Depositary Shares (including 25,997 Depositary Shares subject to guarantees of delivery), 4,045,188 Common Stock Purchase Warrants (including 38,497 Common Stock Purchase Warrants subject to guarantees of delivery) and the one outstanding Special Common Stock Warrant have been validly tendered pursuant to the Offer. The 48,037,898 shares of Common Stock and warrants to purchase 4,258,863 shares of Common Stock represent approximately 90.7% of all shares of Common Stock outstanding or issuable upon exercise of warrants. The 90,000 shares of Series A Preferred Stock represent 100% of all shares of Series A Preferred Stock outstanding. The 1,773,002 Depositary Shares represent approximately 76.5% of all shares of Series B Preferred Stock. The remaining shares of common stock and other equity securities not tendered will be converted into the right to receive cash in a subsequent transaction. Getronics' intention is to rename the existing Wang Global companies into Getronics throughout Northern and Central Europe, Latin America and in Asia Pacific. In North America, the new entity will be known as GetronicsWang. In Italy, the company will be known as GetronicsOlivetti, reflecting Wang Global's 1998 acquisition of Olivetti's Olsy unit. "With the completion of the combination with Wang Global, Getronics instantly will become a leading player in the worldwide Information and Communication Technology market," said Cees van Luijk, President and CEO of Getronics. Following the completion of the transaction, Joseph M. Tucci, currently chairman and Chief Executive Officer of Wang Global and Mias van Vuuren, currently a member of the Management Committee at Wang Global, will join Getronics' five-person Management Board that further will consist of Cees van Luijk, Peter van Voorst and Jan Docter. With the completion of the transaction Getronics will become one of the leading ICT-companies in the world and will be active in more than 40 countries. The combined sales will amount to Euros 4,3 bln. (Dfls 9,5 bln.) After completion, Getronics will have approximately 33,000 employees. This does not constitute an offer for sale of securities in the United States. Securities offered by the Company may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any portion of any offering in the United States or to conduct a public offering of securities in the United States. For further information: Getronics NV Donauweg 10 1043 AJ Amsterdam The Netherlands Tel.: +31 20 586 1964 Fax.: +31 20 586 1568 -----END PRIVACY-ENHANCED MESSAGE-----