-----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, SSL2YDi7Rms5+LqImnajtKyLDCjwaeS/oFzLqePM20C6ncYRpn6wenwATmCD+jz5 xeob6YcndkaKcQWmXKMr2A== 0000912057-00-001386.txt : 20000202 0000912057-00-001386.hdr.sgml : 20000202 ACCESSION NUMBER: 0000912057-00-001386 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000114 GROUP MEMBERS: DEAN A. WATKINS GROUP MEMBERS: WATKINS JOHNSON CO GROUP MEMBERS: WATKINS TRUST DATED SEPTEMBER 19, 1988 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WATKINS JOHNSON CO CENTRAL INDEX KEY: 0000105006 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 941402710 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-07672 FILM NUMBER: 508185 BUSINESS ADDRESS: STREET 1: 3333 HILLVIEW AVE CITY: PALO ALTO STATE: CA ZIP: 94304-1223 BUSINESS PHONE: 6504934141 MAIL ADDRESS: STREET 1: 3333 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304-1223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WATKINS JOHNSON CO CENTRAL INDEX KEY: 0000105006 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 941402710 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 3333 HILLVIEW AVE CITY: PALO ALTO STATE: CA ZIP: 94304-1223 BUSINESS PHONE: 6504934141 MAIL ADDRESS: STREET 1: 3333 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304-1223 SC 13E3/A 1 SCHEDULE 13E3/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SCHEDULE 13E-3/A (AMENDMENT NO. 2) TRANSACTION STATEMENT PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER -------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934) -------------------------- WATKINS-JOHNSON COMPANY (NAME OF ISSUER) WATKINS-JOHNSON COMPANY DEAN A. WATKINS WATKINS TRUST DATED SEPTEMBER 19, 1988 (NAME OF PERSONS FILING STATEMENT) COMMON STOCK, WITHOUT PAR VALUE COMMON STOCK PURCHASE RIGHTS (TITLE OF CLASSES OF SECURITIES) 0009424861 (CUSIP NUMBER OF CLASSES OF SECURITIES) WATKINS-JOHNSON COMPANY 3333 HILLVIEW AVENUE PALO ALTO, CALIFORNIA 94304 TEL: (650) 493-4141 ATTN. W. KEITH KENNEDY (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT) COPIES TO: HENRY LESSER, ESQ. MARSHALL SMALL, ESQ. HELLER EHRMAN WHITE & MCAULIFFE MORRISON & FOERSTER LLP 525 UNIVERSITY AVENUE 425 MARKET STREET PALO ALTO, CALIFORNIA 94301 SAN FRANCISCO, CALIFORNIA 94105
------------------- This statement is filed in connection with (check the appropriate box): /X/ a. The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. / / b. The filing of registration statement under the Securities Act of 1933. / / c. A tender offer. / / d. None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: / / - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INTRODUCTION This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Amendment No. 2") is being filed by the Watkins-Johnson Company ("WJ"), Dean A. Watkins ("Dr. Watkins"), an individual who is the Chairman and co-founder of WJ, and the Watkins Trust Dated September 19, 1988. This Transaction Statement amends the Rule 13e-3 Transaction Statement on Schedule 13E-3 dated December 21, 1999, as amended by Amendment No. 1 thereto dated December 30, 1999 (the "Prior Filing"), filed by WJ, Dr. Watkins and the Watkins Trust. All capitalized terms used and not defined in this Amendment No. 2 have the meanings given to them in the Prior Filing or in the Proxy Statement (as defined therein), as the case may be. The filing of this Amendment No. 2 shall not be construed as an admission by Dr. Watkins or the Watkins Trust or any of their affiliates that WJ is "controlled" by Dr. Watkins or the Watkins Trust. ITEM 16. ADDITIONAL INFORMATION. The two separate press releases issued by WJ on January 14, 2000 (Exhibits (c)(3) and (c)(4); see Item 17) are incorporated by reference herein. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION - ------- ----------- *(b)(1) Opinion of CIBC World Markets Corp., dated October 25, 1999 (included as Appendix C to Exhibit (d)(1)). *(b)(2) Presentation materials prepared by CIBC World Markets Corp. and presented to the Board of Directors of WJ on October 25, 1999. (Previously filed as Exhibit (b)(2) to the Prior Filing and incorporated by reference herein.) *(c)(1) Agreement and Plan of Merger, dated as of October 25, 1999, between FP-WJ and WJ (included as Appendix A to Exhibit (d)(1)). *(c)(2) Recapitalization Agreement, dated as of October 25, 1999, between WJ and the Watkins Trust (included as Appendix B to Exhibit (d)(1)). (c)(3) Press release issued by WJ on January 14, 2000 relating to the closing of the Telecommunications Group Sale. (c)(4) Press release issued by WJ on January 14, 2000 relating to the tentative settlement of certain litigation challenging the WJ Merger. *(d)(1) Definitive Proxy Statement dated December 31, 1999, filed by WJ with the Securities and Exchange Commission on December 30, 1999. *(d)(2) Letter to Shareowners (included and filed with Exhibit (d)(1)). *(d)(3) Proxy card(included and filed with Exhibit (d)(1)). *(d)(4) Trustee Direction card (included and filed with Exhibit (d)(1)). *(d)(5) Letter to WJ Employees Investment Plan Participants (included and filed with Exhibit (d)(1)). *(e) See disclosure under captions "SUMMARY--Dissenters' Rights" and "DISSENTERS' RIGHTS" in Exhibit (d)(1) and Appendix E to Exhibit(d)(1).
- ------------------------ * Filed as an exhibit to the Prior Filing 1 SIGNATURES 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. January 14, 2000 WATKINS-JOHNSON COMPANY By: /s/ W. KEITH KENNEDY ----------------------------------------- Name: W. Keith Kennedy Title: Chief Executive Officer WATKINS TRUST DATED SEPTEMBER 19, 1988 By: /s/ DEAN A. WATKINS ----------------------------------------- Name: Dean A. Watkins Title: Trustee DEAN A. WATKINS By: /s/ DEAN A. WATKINS ----------------------------------------- Name: Dean A. Watkins
2 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------- ----------- *(b)(1) Opinion of CIBC World Markets Corp., dated October 25, 1999 (included as Appendix C to Exhibit (d)(1)). *(b)(2) Presentation materials prepared by CIBC World Markets Corp. and presented to the Board of Directors of WJ on October 25, 1999. (Previously filed as Exhibit (b)(2) to the Prior Filing and incorporated by reference herein.) *(c)(1) Agreement and Plan of Merger, dated as of October 25, 1999, between FP-WJ and WJ (included as Appendix A to Exhibit (d)(1)). *(c)(2) Recapitalization Agreement, dated as of October 25, 1999, between WJ and the Watkins Trust (included as Appendix B to Exhibit (d)(1)). (c)(3) Press release issued by WJ on January 14, 2000 relating to the closing of the Telecommunications Group Sale. (c)(4) Press release issued by WJ on January 14, 2000 relating to the tentative settlement of certain litigation challenging the WJ Merger. *(d)(1) Definitive Proxy Statement dated December 31, 1999, filed by WJ with the Securities and Exchange Commission on December 30, 1999. *(d)(2) Letter to Shareowners (included and filed with Exhibit (d)(1)). *(d)(3) Proxy card(included and filed with Exhibit (d)(1)). *(d)(4) Trustee Direction card (included and filed with Exhibit (d)(1)). *(d)(5) Letter to WJ Employees Investment Plan Participants (included and filed with Exhibit (d)(1)). *(e) See disclosure under captions "SUMMARY--Dissenters' Rights" and "DISSENTERS' RIGHTS" in Exhibit (d)(1) and Appendix E to Exhibit(d)(1).
- ------------------------ * Filed as an exhibit to the Prior Filing EX-99.1(C)(3) 2 EXHIBIT (C)(3) Exhibit (c)(3) FOR FURTHER INFORMATION: MEDIA: JUDY BRENNAN (SARD VERBINNEN & CO) 212-687-8080 ANDREW COLE INVESTOR CONTACT: FRANK E. EMERY (WATKINS-JOHNSON) 650-813-2752 FOR IMMEDIATE RELEASE WATKINS-JOHNSON COMPLETES SALE OF ITS TELECOMMUNICATION GROUP TO BAE SYSTEMS PALO ALTO, CALIF. JANUARY 14, 2000 -- Watkins-Johnson Company (NYSE: WJ) announced today that it has completed the sale of substantially all the assets of its Telecommunications Group to the North American unit of BAE SYSTEMS. Prior to November 1999 when British Aerospace merged with Marconi Electronic Systems of General Electric Company plc, Marconi North America was part of GEC's Marconi Electronic Systems Group. As announced August 1999, the purchase price is $57.9 million, subject to a post-closing balance sheet adjustment. The Telecommunications Group sale was approved by a majority of Watkins-Johnson shares at a special meeting held January 14, 2000 at the company's headquarters in Palo Alto, Calif. This was the first of two special meetings of WJ shareowners being held within a few weeks of one another. At the second meeting, scheduled for January 31, 2000, shareowners will vote on a separate transaction, announced last October, in which a new company formed by investment funds managed by Fox Paine & Company will acquire Watkins-Johnson Company in a recapitalization merger for $41.125 per share. At this second meeting, the proxy card is BLUE to aid shareowners in distinguishing it. The sale of WJ's Telecommunications Group to a subsidiary of BAE SYSTEMS is part of a strategy of the Watkins-Johnson Board of Directors, announced on March 1, 1999, to maximize shareowner value through the sale of the company. If the subsequent Fox Paine merger is completed, the strategy will have been fully implemented. # # # THIS NEWS RELEASE, OTHER THAN THE HISTORICAL FINANCIAL INFORMATION, CONSISTS OF FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES IN CONSUMMATING THE PROPOSED FOX PAINE MERGER AND THE OTHER RISKS DETAILED FROM TIME TO TIME IN THE COMPANY'S SEC REPORTS, INCLUDING THE REPORT ON FORM 10-K/A FOR THE YEAR ENDED DEC. 31, 1998. ACTUAL RESULTS MAY VARY MATERIALLY. EX-99.4(C)(4) 3 EXHIBIT (C)(4) EXHIBIT (c)(4) FOR FURTHER INFORMATION: MEDIA: JUDY BRENNAN (SARD VERBINNEN & CO) 212-687-8080 ANDREW COLE INVESTOR CONTACT: FRANK EMERY (WATKINS-JOHNSON) 650-813-2752 FOR RELEASE ON APPROVAL WATKINS-JOHNSON COMPANY ANNOUNCES TENTATIVE SETTLEMENT OF CHALLENGES TO RECAPITALIZATION PALO ALTO, CALIF. JANUARY 14, 2000 - Watkins-Johnson Company (NYSE:WJ) announced today that it has reached a tentative settlement with the plaintiffs' counsel in the litigation opposing the proposed recapitalization merger with an affiliate of investment funds managed by Fox Paine & Company, LLC. As previously announced, pursuant to a recapitalization merger, Watkins-Johnson's shareowners would be entitled to receive $41.125 per share in cash. Following the announcement of the recapitalization merger transaction in October 1999, Watkins-Johnson and its directors, in addition to other parties, were named as defendants in several purported shareowner class actions challenging the proposed transaction. The tentative settlement being announced today, which is subject to the execution of a definitive settlement agreement and judicial approval, would provide for a release of the claims asserted in the lawsuits. Pursuant to the tentative settlement agreement, the Fox Paine entity, FP-WJ Acquisition Corp., has agreed, immediately and irrevocably, to reduce the "break-up" fee payable under certain circumstances following a termination of the recapitalization merger agreement from $13.25 million to $8.75 million. In addition, Watkins-Johnson agreed to retain a qualified investment-banking firm to render an additional opinion as to the fairness of the recapitalization merger transaction. # # # THIS NEWS RELEASE, OTHER THAN THE HISTORICAL FINANCIAL INFORMATION, CONSISTS OF FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES IN COMPLETION OF THE LITIGATION SETTLEMENT AND CONSUMMATING THE PROPOSED FOX PAINE MERGER AND THE OTHER RISKS DETAILED FROM TIME TO TIME IN THE COMPANY'S SEC REPORTS, INCLUDING THE REPORT ON FORM 10-K/A FOR THE YEAR ENDED DEC. 31, 1998. ACTUAL RESULTS MAY VARY MATERIALLY. -----END PRIVACY-ENHANCED MESSAGE-----