-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Xes9vo9BKI05DgoiR6rfYYPYF0vCCK0oW1Te3oM+CSf2E67YurmAK3swAxMwy+wZ VvFKqpoH+EzYyVjN9q/9zQ== 0000950130-95-000088.txt : 19950607 0000950130-95-000088.hdr.sgml : 19950607 ACCESSION NUMBER: 0000950130-95-000088 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950123 SROS: NASD GROUP MEMBERS: SIEMENS AKTIENGESELLSCHAFT GROUP MEMBERS: SIEMENS NIXDORF INFORMATIONS SYSTEME AG /FI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PYRAMID TECHNOLOGY CORP CENTRAL INDEX KEY: 0000714865 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 942781589 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37353 FILM NUMBER: 95502351 BUSINESS ADDRESS: STREET 1: 3860 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4084288000 MAIL ADDRESS: STREET 1: 3860 N FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIEMENS NIXDORF INFORMATIONS SYSTEME AG /FI CENTRAL INDEX KEY: 0000818858 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: HEINZ NIXDORF RING1 CITY: 33102 PADERBORN STATE: I8 MAIL ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS STREET 2: ATTN E ROBERT LUPONE ESQ CITY: NEW YORK STATE: NY ZIP: 10019-6022 FORMER COMPANY: FORMER CONFORMED NAME: SIEMENS NIXDORF INFORMATIONS SYSTEME AG /FI DATE OF NAME CHANGE: 19950106 SC 13D/A 1 SCHEDULE 13D-AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 4 Under the Securities Exchange Act of 1934 PYRAMID TECHNOLOGY CORPORATION ------------------------------ (Name of Issuer) Common Stock, Par Value $.01 Per Share -------------------------------------- (Title of Class of Securities) 747236107 -------------------------------------- (CUSIP Number) Siemens Nixdorf Informationssysteme, AG Heinz-Nixdorf-Ring 1 33102 Paderborn Federal Republic of Germany Attention: G. Schulmeyer Telephone: 011-49-89-636-48400 ---------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: E. Robert Lupone, Esq. Peter D. Lyons, Esq. Siemens Corporation Shearman & Sterling 1301 Avenue of the Americas 599 Lexington Avenue New York, New York 10019-6022 New York, NY 10022 Telephone: (212) 258-4000 Telephone: (212) 848-4000 January 20, 1995 -------------------------------------- (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 13-d-1(b)(3) or (4), check the following box. [ ] Check the following box if a fee is being paid with this statement. [ ] Page 1 of 7 Pages CUSIP No. 747236107 13D (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SIEMENS NIXDORF INFORMATIONSSYSTEME, AG - -------------------------------------------------------------------------------- (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 Item 2(d) or 2(e). [ ] ----------------------------------------------------- (6) Citizenship or Place of Organization Federal Republic of Germany ---------------------------------- - ---------------- Number of (7) Sole Voting Power -------------------------------------- Shares Beneficially (8) Shared Voting Power 4,047,743 ------------------------------ Owned by Each (9) Sole Dispositive Power --------------------------------- Reporting Person (10) Shared Dispositive Power 4,047,743 ------------------------------ With - ---------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743 ---------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (13) Percent of Class Represented by Amount in Row (11) 23.9% ------------------------------------------------------------------------- (14) Type of Reporting Person CO -------------------------------------------- Page 2 of 7 Pages CUSIP No. 747236107 13D (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SIEMENS AKTIENGESELLSCHAFT - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a member of a Group (a) [ ] ------------------------------------------------------------------- (b) [ ] ------------------------------------------------------------------- (3) SEC Use Only ------------------------------------------------------------- (4) Source of Funds WC ----------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] ---------------------------------------- (6) Citizenship or Place of Organization Federal Republic of Germany ---------------------------------- - ---------------- Number of (7) Sole Voting Power --------------------------------------- Shares Beneficially (8) Shared Voting Power 4,047,743 ------------------------------ Owned by Each (9) Sole Dispositive Power ---------------------------------- Reporting Person (10) Shared Dispositive Power 4,047,743 ------------------------------ With - ---------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,047,743 --------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (13) Percent of Class Represented by Amount in Row (11) 23.9% ------------------------------------------------------------------------- (14) Type of Reporting Person CO ------------------------------------------ Page 3 of 7 Pages This Amendment No. 4 amends and supplements the Statement on Schedule 13D initially filed with the Securities and Exchange Commission (the "Commission") on August 31, 1994 by Siemens Nixdorf Information Systems, Inc., a Massachusetts corporation ("SNI"), and Siemens Aktiengesellschaft, a corporation organized under the laws of the Federal Republic of Germany ("Siemens AG"), as amended by Amendment No. 1 thereto filed on September 15, 1994 by SNI and Siemens AG, and as further amended by Amendment No. 2 thereto filed on December 1, 1994 by Siemens Nixdorf Informationssysteme, AG, a corporation organized under the laws of the Federal Republic of Germany ("SNI AG"), and Siemens AG, and as further amended by Amendment No. 3 thereto filed on January 9, 1995 by SNI AG and Siemens AG (as so amended, the "Schedule 13D"). This Amendment No. 4 is filed with respect to the common stock, par value $.01 per share (the "Common Stock"), of Pyramid Technology Corporation, a Delaware corporation (the "Issuer"). The following amendments to Items 4, 6 and 7 of the Schedule 13D are hereby made. Unless otherwise defined in this Amendment No. 4, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D. Item 4. Purpose of the Transaction. - ------ -------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with - ------ ------------------------------------------------------------- Respect to Securities of the Issuer. ----------------------------------- Items 4 and 6 of the Schedule 13D are hereby amended and supplemented by adding the following to the end thereof: On January 20, 1995, the Issuer, SNI AG and Siemens Nixdorf Mid-Range Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of SNI AG ("Siemens Mid-Range"), entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which all of the outstanding Shares not already owned by SNI AG will be acquired by Siemens Mid-Range for aggregate consideration of approximately US$207 million. Under the Merger Agreement, Siemens Mid-Range will commence a tender offer for all outstanding Shares for $16.00 per Share in cash. The tender offer will be followed by a merger in which any Shares not acquired by Siemens Mid-Range in the tender offer will be acquired for the same amount in cash. The tender offer, which has been unanimously approved (with one director recusing himself) by the Issuer's Board, will commence no later than Friday, January 27, 1995 and will be conditioned on there being validly tendered that number of Shares that, when added to the Shares already owned by SNI AG, constitutes a majority of the outstanding Shares, as well as other customary conditions, including regulatory approvals. A press release relating to the foregoing events is attached hereto as Exhibit 9 and is incorporated herein by reference in its entirety. Item 7. Material to be Filed as Exhibits - ------ -------------------------------- Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following to the end thereof: EXHIBIT 9 Press Release issued jointly on January 23, 1995 by the Issuer and SNI AG. Page 4 of 7 Pages Signature --------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: January 23, 1995 SIEMENS NIXDORF INFORMATIONSSYSTEME, AG By: /s/ Gerhard Schulmeyer ---------------------------------------------------- Name: Gerhard Schulmeyer Title: President, CEO SIEMENS AKTIENGESELLSCHAFT By: /s/ Adrienne Whitehead --------------------------------------------------- Name: Adrienne Whitehead Title: Attorney-in-Fact Page 5 of 7 Pages EXHIBIT INDEX -------------
Exhibit No. Description Page No. =================================================================================== Exhibit 1 Common Stock and Warrant Purchase Agreement dated as * of August 21, 1994, among the Issuer and SNI Exhibit 2 Form of Warrant. * Exhibit 3 Power of Attorney dated August 25, 1994 executed by * Gunther Moeser and Friedhelm Knippertz, each as Executive Director of Siemens AG Exhibit 99.4 Letter, dated January 6, 1995, from Gerhard Schulmeyer, * President and CEO of SNI AG, to Richard Lussier, Chairman and Chief Executive Officer of the Issuer. Exhibit 99.5 Press Release issued jointly on January 9, 1995 by the * Issuer and SNI AG Exhibit 99.6 Text of the Schedule 13D as originally filed on August * 31, 1994 Exhibit 99.7 Text of Amendment No. 1 to the Schedule 13D * Exhibit 99.8 Text of Amendment No. 2 to the Schedule 13D * Exhibit 99.9 Press Release issued jointly on January 23, 1995 by the 7 Issuer and SNI AG ===================================================================================
___________________ * Previously filed. Page 6 of 7 Pages EX-99.9 2 EXHIBIT 99.9 EXHIBIT 99.9 PRESS RELEASE ------------- CONTACT: Mr. Kent Robertson Senior Vice President, Chief Financial Officer Pyramid Technology Corporation Telephone: (408) 428-9000 Mr. Jochen Doering Vice President, Corporate Communications Siemens Nixdorf Informationssysteme AG Telephone: 011-49-89-636-42700 FOR IMMEDIATE RELEASE --------------------- PYRAMID TECHNOLOGY CORPORATION TO BE ACQUIRED BY SIEMENS NIXDORF SAN JOSE, CALIFORNIA AND PADERBORN, GERMANY, January 23, 1995. Pyramid Technology Corporation ("Pyramid") and Siemens Nixdorf Informationssysteme AG ("SNI"), a wholly owned subsidiary of Siemens AG, jointly announced today that they have entered into an agreement pursuant to which a wholly-owned subsidiary of SNI will acquire all of the outstanding common stock of Pyramid (NASD Symbol: PYRD) not currently owned by SNI for an aggregate purchase price of approximately US$207 million. Under the agreement, SNI's subsidiary will commence a tender offer for all outstanding common stock of Pyramid for $16.00 per share in cash. The tender offer will be followed by a merger in which any shares not acquired by SNI's subsidiary in the tender offer will be acquired for the same amount of cash. SNI currently owns over 17% of the outstanding stock of Pyramid. The tender offer, which has been approved by Pyramid's board of directors, will commence no later than January 27 and will be conditioned on a majority of the outstanding shares of Pyramid being tendered as well as other customary conditions, including regulatory approvals. Richard H. Lussier, Pyramid's Chairman and CEO, made the following statement: "We are very pleased to become part of the SNI family. We feel this transaction is fair to both the shareholders and the employees of Pyramid. With the backing of SNI, our goal is to expand our market presence and to exploit our technological leadership." Gerhard Schulmeyer, SNI President and CEO, stated: "I am very pleased that our two companies have come to terms. SNI's relationship with Pyramid has evolved over a number of years. While this has been mutually beneficial, we have together come to the conclusion that a closer link between the companies is necessary in order to be able to fully realize our joint potential in terms of both market coverage and technology competence. "Pyramid will retain its corporate identity but will operate within the framework of SNI's world-wide mid-range computer business. It is especially important to us that this agreement has the support of Pyramid management. The success of our combined operation depends upon maintaining that support in the future." SNI, Paderborn, Germany, is a systems partner with universal expertise in the field of information technology. It is one of the world's largest companies in this area and is the largest supplier of information technology of European origin. In the past fiscal year (October 1, 1993 to September 30, 1994), SNI had revenues of more than U.S. $7.3 billion. SNI has a work force of more than 39,000 and is represented in 45 countries. SNI is a separate legal unit within the Siemens organization. In the fiscal year 1993/94, Siemens AG had worldwide sales of more than U.S. $51 billion. Founded in 1847, the company numbers among the world's largest electrical and electronics companies. Founded in 1981, Pyramid develops scalable enterprise servers that deliver high quality, high performance solutions for mid-range to high-end of the open systems market. Pyramid provides data center-class support for business critical environments, complemented by a full suite of professional programs and support tools that help customers successfully implement scalable enterprise computing. In the past fiscal year (October 1, 1993 to September 30, 1994), Pyramid had revenues of approximately $218 million. Pyramid has a work force of approximately 850 employees. Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----