-----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, Q3xNEfTmZgfDNaU56UQm6WZkleJsAXaGBCPB22HW/8uoDZgS4OX/tBMreJiYyiKb tM5hLvVuvbirGxjc+b3pgw== 0001036050-00-000086.txt : 20000204 0001036050-00-000086.hdr.sgml : 20000204 ACCESSION NUMBER: 0001036050-00-000086 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000203 GROUP MEMBERS: MALIBU ACQUISITION CORP. GROUP MEMBERS: SIEMENS AKTIENGESELLSCHAFT GROUP MEMBERS: SIEMENS ENERGY & AUTOMATION, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOORE PRODUCTS CO CENTRAL INDEX KEY: 0000067975 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 231427830 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-08135 FILM NUMBER: 521883 BUSINESS ADDRESS: STREET 1: SUMNEYTOWN PIKE CITY: SPRING HOUSE STATE: PA ZIP: 19477 BUSINESS PHONE: 2156467400 MAIL ADDRESS: STREET 1: SUMNEYTOWN PIKE CITY: SPRING HOUSE STATE: PA ZIP: 19477 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOORE PRODUCTS CO CENTRAL INDEX KEY: 0000067975 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 231427830 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-08135 FILM NUMBER: 521884 BUSINESS ADDRESS: STREET 1: SUMNEYTOWN PIKE CITY: SPRING HOUSE STATE: PA ZIP: 19477 BUSINESS PHONE: 2156467400 MAIL ADDRESS: STREET 1: SUMNEYTOWN PIKE CITY: SPRING HOUSE STATE: PA ZIP: 19477 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIEMENS AKTIENGESELLSCHAFT CENTRAL INDEX KEY: 0000790925 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: WITTE ISBACHERPLATZ 2 STREET 2: D-80333 CITY: MUNICH GERMANY FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIEMENS AKTIENGESELLSCHAFT CENTRAL INDEX KEY: 0000790925 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: WITTE ISBACHERPLATZ 2 STREET 2: D-80333 CITY: MUNICH GERMANY SC 14D1/A 1 AMENDMENT NO 1 TO SCHEDULE 14D1 AND SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- AMENDMENT NO. 1 TO SCHEDULE 14D-1 Tender Offer Statement Pursuant To Section 14(d)(1) of the Securities Exchange Act of 1934 and SCHEDULE 13D ----------------------------- MOORE PRODUCTS CO. (Name of Subject Company) MALIBU ACQUISITION CORP. A WHOLLY OWNED SUBSIDIARY OF SIEMENS ENERGY & AUTOMATION, INC. AN INDIRECT WHOLLY OWNED SUBSIDIARY OF SIEMENS AKTIENGESELLSCHAFT (Bidders) COMMON STOCK, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) 615836-103 (CUSIP Number of Class of Securities) KENNETH R. MEYERS SIEMENS CORPORATION 1301 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 (212) 258-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) with a copy to: WILLIAM G. LAWLOR PETER D. CRIPPS DECHERT PRICE & RHOADS 4000 BELL ATLANTIC TOWER 1717 ARCH STREET PHILADELPHIA, PENNSYLVANIA 19103 (215) 994-4000 TENDER OFFER This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed January 21, 2000 and the Schedule 13D filed January 21, 2000 (together, as amended and supplemented, the "Schedule 14D-1") relating to the offer by Malibu Acquisition Corp., a Pennsylvania corporation ("Purchaser") and a direct wholly owned subsidiary of Siemens Energy & Automation, Inc. ("Parent"), a Delaware corporation and an indirect wholly owned subsidiary of Siemens Aktiengesellschaft, a corporation formed under the laws of the Federal Republic of Germany ("Siemens AG"), to purchase (i) all of the outstanding shares of common stock, par value $1.00 per share (the "Common Stock"), of Moore Products Co., a Pennsylvania corporation (the "Company"), at a price of $54.71 per share of Common Stock, net to the seller in cash, without interest thereon, and (ii) all of the outstanding shares of preferred stock, par value $1.00 per share (the "Preferred Stock" and, together with the Common Stock, the "Securities"), at a price of $21.88 per share of Preferred Stock, 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 January 21, 2000 (the "Offer to Purchase") and in the Letter of Transmittal (the Offer to Purchase and the Letter of Transmittal, as amended or supplemented from time to time, together constitute the "Offer"). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned thereto in the Offer to Purchase. The Schedule 14D-1 is hereby amended and supplemented as follows: ITEM 10. ADDITIONAL INFORMATION. On February 2, 2000, Parent issued a press release announcing the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to the Offer and the receipt of notification that the German Federal Cartel Office cleared the Offer under applicable German law. The full text of the press release is attached hereto as Exhibit (a)(10) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(10) Press Release dated February 2, 2000. SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 3, 2000 SIEMENS AKTIENGESELLSCHAFT By: /s/ Eckart Stoer ------------------------------------ Name: Eckart Stoer Title: Prokurist By: /s/ Juergen Werth ------------------------------------ Name: Juergen Werth Title: Syndicus SIEMENS ENERGY & AUTOMATION, INC. By: /s/ Thomas J Malott ------------------------------------ Name: Thomas J Malott Title: President MALIBU ACQUISITION CORP. By: /s/ Thomas J Malott ------------------------------------ Name: Thomas J Malott Title: President INDEX TO EXHIBITS
EXHIBIT - --------- (a)(1) Offer to Purchase, dated January 21, 2000.* (a)(2) Letter of Transmittal to Tender Shares of Common Stock and Preferred Stock.* (a)(3) Notice of Guaranteed Delivery.* (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Summary Advertisement.* (a)(8) Press Release dated January 17, 2000.* (a)(9) Press Release dated January 21, 2000.* (a)(10) Press Release dated February 2, 2000. (b) None. (c)(1) Agreement and Plan of Merger, dated as of January 16, 2000, by and among Parent, Purchaser and the Company.* (c)(2) Confidentiality Agreement, dated as of November 15, 1999, by and among Parent and the Company.* (c)(3) Tender and Option Agreement, dated as of January 16, 2000, by and among Parent, Purchaser and certain stockholders of the Company.* (d) None. (e) Not applicable. (f) None. * Previously filed.
EX-99.A.10 2 PRESS RELEASE DATED FEBRUARY 2, 2000 CONTACTS: Mike Ruggeri Siemens Corporation (770) 751-2255 Georgeson Shareholder Communications Inc. (212) 440-9800 Siemens Announces Early Termination of Hart-Scott-Rodino Waiting Period Regarding Pending Acquisition of Moore Products Co. ATLANTA, Feb. 2, 2000 -- Siemens Energy & Automation, Inc., which is a wholly owned subsidiary of Siemens AG, announced today that the FTC (Federal Trade Commission) has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act applicable to Siemens Energy & Automation's pending acquisition of Moore Products Co. (NASDAQ: MORP). In addition, Siemens AG has received notice that the German Federal Cartel Office has cleared the tender offer under applicable German law. As previously announced, Siemens Energy & Automation and Moore have entered into a merger agreement under which a wholly owned subsidiary of Siemens Energy & Automation, Malibu Acquisition Corp., commenced, on January 21, 2000, an all- cash tender offer for all of Moore's outstanding common stock at a price of $54.71 per share and all of its outstanding preferred stock at a price of $21.88 per share. The tender offer is conditioned upon, among other things, there being tendered and not withdrawn prior to the expiration date of the tender offer at least a majority of each of the shares of common stock and preferred stock representing a majority of the total voting power of Moore on a fully diluted basis. The tender offer and withdrawal rights are scheduled to expire at 12:00 midnight, New York City time, on Thursday, February 17, 2000, unless extended. Goldman, Sachs & Co. is the dealer manager for the tender offer. Georgeson Shareholder Communications Inc. is the information agent. Headquartered in Atlanta, Ga., Siemens Energy & Automation manufactures and markets the world's broadest range of electrical and electronic products, systems and services to industrial and construction market customers. Its technologies range from circuit protection and energy management systems to process control, industrial software and totally integrated automation solutions. The company also has expertise in electronic placement equipment, systems integration, technical services and turnkey industrial systems. Its Internet site is www.sea.siemens.com. Siemens AG, the parent of Siemens Energy & Automation, is based in Munich, Germany. It designs, manufactures and markets a wide range of electrical and electronic parts and systems. 2 Founded in 1940, Moore Products Co. operates under the name "Moore Process Automation Solutions." The company is a global leader in providing innovative solutions to process measurement and control applications. Its instruments and control systems help to increase plant safety and productivity, reduce time to market and improve product quality in industries such as chemical and hydrocarbon processing, oil and gas, pharmaceutical, power generation, and pulp and paper. The company employs approximately 1,200 persons worldwide and had 1998 revenue of $168 million. Its Internet site is www.moore-solutions.com. ###
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