-----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, JE8m5TgH+sulGx8DYtlal37Vgg7tfZ5hMpJ0s9xJDADN4QvBRD3eJ1inbvJZpjkm Jse/uO8lgeVF8s+Qm7XnPg== 0000929624-01-000428.txt : 20010320 0000929624-01-000428.hdr.sgml : 20010320 ACCESSION NUMBER: 0000929624-01-000428 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010316 GROUP MEMBERS: MEMPHIS ACQUISITION INC GROUP MEMBERS: SIEMENS AKTIENGESELLSCHAFT/ADR GROUP MEMBERS: SIEMENS CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EFFICIENT NETWORKS INC CENTRAL INDEX KEY: 0001085061 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 752486865 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-56915 FILM NUMBER: 1570803 BUSINESS ADDRESS: STREET 1: 4849 ALPHA RD STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75244 BUSINESS PHONE: 9729913884 MAIL ADDRESS: STREET 1: 4201 SPRING VALLEY ROAD STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75244 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIEMENS AKTIENGESELLSCHAFT/ADR CENTRAL INDEX KEY: 0000790925 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: WITTE ISBACHERPLATZ 2 STREET 2: D-80333 CITY: MUNICH GERMANY STATE: NY ZIP: 10006 BUSINESS PHONE: 2129785009 SC TO-T/A 1 0001.txt SCHEDULE TO-T AMENDMENT #3 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE TO/A Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) ---------------- EFFICIENT NETWORKS, INC. (Name of Subject Company) ---------------- MEMPHIS ACQUISITION INC. SIEMENS CORPORATION SIEMENS AKTIENGESELLSCHAFT (Names of Filing Persons (Offeror)) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) ---------------- 282056100 (CUSIP Number of Class of Securities) ---------------- Kenneth R. Meyers, Esq. Siemens Corporation 153 East 53rd Street New York, New York 10022 (212) 258-4000 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Filing Persons) ---------------- Copy to: Peter D. Lyons, Esq. Shearman & Sterling 1550 El Camino Real Menlo Park, California 94025 (650) 330-2200 ---------------- CALCULATION OF FILING FEE ================================================================================= Transaction Valuation* Amount of Filing Fee** - --------------------------------------------------------------------------------- $1,477,026,771 $295,406 =================================================================================
* Estimated for purposes of calculating the amount of the filing fee only. Calculated by multiplying $23.50 per share tender offer price, by 62,852,203, the sum of the 59,332,385 shares of Common Stock outstanding as of February 21, 2001 and an estimated 3,519,818 shares of Common Stock subject to options, which will vest before March 29, 2001. ** Calculated as 1/50 of 1% of the transaction value. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $295,406 Filing Party: Siemens Aktiengesellschaft --------------- -------------------------- Schedule TO/A Form or Registration No.: Amendment No. 2 Date Filed: March 14, 2001 --------------- ----------------------------
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [_] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- This Amendment No. 3 (the "Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed on March 2, 2001 (the "Schedule TO") by Memphis Acquisition Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Siemens Corporation, a Delaware corporation ("Siemens Corp.") and an indirect wholly owned subsidiary of Siemens Aktiengesellschaft, a corporation formed under the laws of the Federal Republic of Germany ("Siemens AG"). On March 8, 2001, Purchaser, Siemens Corp. and Siemens AG filed Amendment No. 1 to the Schedule TO. On March 14, 2001, Purchaser, Siemens Corp. and Siemens AG filed Amendment No. 2 to the Schedule TO. The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of Common Stock, par value $0.001 per share (the "Shares"), of Efficient Networks, Inc., a Delaware corporation (the "Company"), at a purchase price of $23.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 2, 2001 (the "Offer to Purchase") and in the related Letter of Transmittal, copies of which were filed as Exhibits (a)(1) and (a)(2) to the Schedule TO (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO. Item 7. Source and Amount of Funds or Other Consideration. Item 7 of the Schedule TO is hereby amended and supplemented to include the following additional information. Section 9. Financing of the Offer and the Merger. Section 9 on page 15 is amended and restated in its entirety to read as follows: "The total amount of funds required by Purchaser to consummate the Offer and the Merger and to pay related fees and expenses is estimated to be approximately $1.46 billion. Siemens AG and its affiliates expect to finance the Offer and the Merger using cash from internally available funds. However, Siemens AG may elect to use cash derived from its existing commercial paper facilities." 2 Item 12. Material to Be Filed as Exhibits. (a)(1) Offer to Purchase dated March 2, 2001.+ (a)(2) Form of Letter of Transmittal.+ (a)(3) Form of Notice of Guaranteed Delivery.+ (a)(4) Form of Letter from Goldman, Sachs & Co. to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.+ (a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients.+ (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.+ (a)(7) Summary Advertisement as published in The Wall Street Journal on March 2, 2001.+ (a)(8) Press Release issued by Siemens AG on February 22, 2001.* (a)(9) Joint Press Release issued by Siemens AG and the Company on March 14, 2001.*** (d)(1) Agreement and Plan of Merger dated as of February 21, 2001 among Siemens Corp., Purchaser and the Company.+ (d)(2) Employment Agreement dated as of February 21, 2001 between the Company and Mark Floyd.+ (d)(3) Supplemental Agreement dated as of February 21, 2001 between Siemens Information and Communication Networks, Inc. and Mark Floyd.+ (d)(4) Confidentiality Agreement dated as of November 16, 2000 between Siemens Corp. and the Company.+ (d)(5) Complaint, Daniel Kucera, et al. v. Efficient Networks, Inc., et al., Cause No. 01-02083-C, filed on February 22, 2001, in the County Court of Dallas County in the State of Texas.** (d)(6) Complaint, Josephine Greenleaf, et al. v. Efficient Networks, Inc., et al., Cause No. 01-02132-D, filed on February 23, 2001, in the County Court of Dallas County in the State of Texas.** (g) None. (h) None.
- -------- * Incorporated by reference to the Schedule TO-C filed by Siemens AG, Siemens Corp. and Purchaser on February 21, 2001. + Incorporated by reference to the Schedule TO filed by Siemens AG, Siemens Corp. and Purchaser on March 2, 2001. ** Incorporated by reference to the Schedule TO/A filed by Siemens AG, Siemens Corp. and Purchaser on March 8, 2001. *** Incorporated by reference to the Schedule TO/A filed by Siemens AG, Siemens Corp. and Purchaser on March 14, 2001. 3 Item 13. Information Required by Schedule 13E-3. Not applicable. 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: March 16, 2001 MEMPHIS ACQUISITION INC. By: /s/ Christoph Ferner ----------------------------------- Name: Christoph Ferner Title: President By: /s/ Gunther Barth ----------------------------------- Name: Gunther Barth Title: Vice President SIEMENS CORPORATION By: /s/ E. Robert Lupone ----------------------------------- Name: E. Robert Lupone Title: Senior Vice President, General Counsel and Secretary By: /s/ William G. Moran ----------------------------------- Name: William G. Moran Title: Vice President SIEMENS AKTIENGESELLSCHAFT By: /s/ Roland Koch ----------------------------------- Name: Roland Koch Title: Senior Vice President By: /s/ Christina Stercken ----------------------------------- Name: Christina Stercken Title: Managing Director 4 EXHIBIT INDEX
Exhibit No. ----------- (a)(1) Offer to Purchase dated March 2, 2001.+ (a)(2) Form of Letter of Transmittal.+ (a)(3) Form of Notice of Guaranteed Delivery.+ (a)(4) Form of Letter from Goldman, Sachs & Co. to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.+ (a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients.+ (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.+ (a)(7) Summary Advertisement as published in The Wall Street Journal on March 2, 2001.+ (a)(8) Press Release issued by Siemens AG on February 22, 2001.* (a)(9) Joint Press Release issued by Siemens AG and the Company on March 14, 2001.*** (d)(1) Agreement and Plan of Merger dated as of February 21, 2001 among Siemens Corp., Purchaser and the Company.+ (d)(2) Employment Agreement dated as of February 21, 2001 between the Company and Mark Floyd.+ (d)(3) Supplemental Agreement dated as of February 21, 2001 between Siemens Information and Communication Networks, Inc. and Mark Floyd.+ (d)(4) Confidentiality Agreement dated as of November 16, 2000 between Siemens Corp. and the Company.+ (d)(5) Complaint, Daniel Kucera, et al. v. Efficient Networks, Inc., et al., Cause No. 01-02083-C, filed on February 22, 2001, in the County Court of Dallas County in the State of Texas.** (d)(6) Complaint, Josephine Greenleaf, et al. v. Efficient Networks, Inc., et al., Cause No. 01-02132-D, filed on February 23, 2001, in the County Court of Dallas County in the State of Texas.** (g) None. (h) None.
- -------- * Incorporated by reference to the Schedule TO-C filed by Siemens AG, Siemens Corp. and Purchaser on February 21, 2001. + Incorporated by reference to the Schedule TO filed by Siemens AG, Siemens Corp. and Purchaser on March 2, 2001. ** Incorporated by reference to the Schedule TO/A filed by Siemens AG, Siemens Corp. and Purchaser on March 8, 2001. *** Incorporated by reference to the Schedule TO/A filed by Siemens AG, Siemens Corp. and Purchaser on March 14, 2001. 5 -----END PRIVACY-ENHANCED MESSAGE-----