-----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, RopQxZkO8TKz1s8JpUcGVHFUUhK/0N9FYYlom4Y92SUbJbMyX+9hQU++ahDMPX/b 5SzUC1PW4z3zRdxSOaxK1Q== 0000950130-95-000400.txt : 19950608 0000950130-95-000400.hdr.sgml : 19950608 ACCESSION NUMBER: 0000950130-95-000400 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950302 SROS: NONE GROUP MEMBERS: PYRAMID TECHNOLOGY CORPORATION GROUP MEMBERS: SIEMENS AKTIENGESELLSCHAFT GROUP MEMBERS: SIEMENS NIXDORF INFORMATIONS SYSTEME AG /FI GROUP MEMBERS: SIEMENS NIXDORF MID-RANGE ACQUISITION CORP 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 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37353 FILM NUMBER: 95518136 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 13E3/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 13E3/A 1 AMENDMENT #3 TO SCHEDULE 13E - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (AMENDMENT NO. 3) (PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 ((S)240.13e-3) THEREUNDER)) ---------------- PYRAMID TECHNOLOGY CORPORATION (NAME OF THE ISSUER) ---------------- PYRAMID TECHNOLOGY CORPORATION SIEMENS NIXDORF MID-RANGE ACQUISITION CORP. SIEMENS NIXDORF INFORMATIONSSYSTEME AG SIEMENS AKTIENGESELLSCHAFT (NAME OF PERSON(S) FILING STATEMENT) ---------------- COMMON STOCK, $.01 PAR VALUE (TITLE OF CLASS OF SECURITIES) ---------------- 747236107 (CUSIP NUMBER OF CLASS OF SECURITIES) ---------------- E. ROBERT LUPONE, ESQ. RICHARD H. LUSSIER SIEMENS CORPORATION CHIEF EXECUTIVE OFFICER 1301 AVENUE OF THE AMERICAS PYRAMID TECHNOLOGY CORPORATION NEW YORK, NEW YORK 10019-6022 3860 N. FIRST STREET (212) 258-4000 SAN JOSE, CALIFORNIA 95134 (408) 428-9000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON(S) AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT) ---------------- COPIES TO: PETER D. LYONS, ESQ. LARRY W. SONSINI, ESQ. SHEARMAN & STERLING DOUGLAS H. COLLOM, ESQ. 599 LEXINGTON AVENUE AARON J. ALTER, ESQ. NEW YORK, NEW YORK 10022 WILSON, SONSINI, GOODRICH & ROSATI (212) 848-4000 650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304-1050 (415) 493-9300 ---------------- This statement is filed in connection with (check the appropriate box): a. [_] The filing of solicitation materials or an information statement subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [(S)240.13e- 3(c)] under the Securities Exchange Act of 1934. b. [_] The filing of a registration statement under the Securities Act of 1933. c. [X] 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: [_] ---------------- CALCULATION OF FILING FEE - --------------------------------------------------------------------------------
TRANSACTION VALUATION AMOUNT OF FILING FEE - ------------------------------------------------------------------------------ $261,772,336.00* $52,354.46**
- -------------------------------------------------------------------------------- * Note: The Transaction Value is calculated by multiplying $16.00, the per share tender offer price, by 16,360,771, the sum of the number of shares of Common Stock outstanding not already owned by Siemens Informationssysteme AG and the 3,449,923 shares of Common Stock subject to options outstanding. ** 1/50 of 1% of Transaction Value. [X] Check 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 Filing Party: Paid: $52,354.46 Siemens Nixdorf Mid-Range Acquisition Corp., Siemens Nixdorf Informationssysteme AG, Siemens Aktiengesellschaft Form or Registration No: Schedule 14D-1/Schedule 13D (Amendment No. 5) Date Filed: January 27, 1995 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INTRODUCTION This Amendment No. 3 to the Rule 13e-3 Transaction Statement on Schedule 13E- 3 filed with the Commission on February 13, 1995 (as amended the "Schedule 13E- 3") is being filed by (i) Siemens Nixdorf Mid-Range Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of Siemens Nixdorf Informationssysteme AG ("SNI AG"), a corporation organized under the laws of the Federal Republic of Germany and a direct wholly owned subsidiary of Siemens Aktiengesellschaft ("Siemens AG"), a corporation organized under the laws of the Federal Republic of Germany, (ii) SNI AG, (iii) Siemens AG, and (iv) Pyramid Technology Corporation, a Delaware corporation (the "Company"), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, and Rule 13e-3 thereunder, in connection with the tender offer by Purchaser for all the outstanding shares of common stock, par value $.01 per share (the "Shares"), of the Company, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 27, 1995 (the "Offer to Purchase"), the related Letter of Transmittal, and the Supplement to the Offer to Purchase, as amended and supplemented, dated February 15, 1995, a copy of which is filed as Exhibit (d)(2) to the Schedule 13E-3 (the "Supplement") (together, the Offer to Purchase, the Supplement and the Letter of Transmittal constitute the "Offer"). 2 ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. Item 10 is hereby amended and supplemented as follows: The Offer expired as scheduled at 12:00 midnight, New York City time, on Wednesday, March 1, 1995. Based on a preliminary count, 12,970,000 Shares, representing approximately 79.6% of the outstanding Shares, were tendered pursuant to the Offer, either by physical delivery or pursuant to notices of guaranteed delivery, and were accepted for payment at $16.00 net per Share in cash. In addition to the Shares acquired pursuant to the Offer, SNI AG owns 2,717,743 Shares, representing approximately 16.7% of the outstanding Shares. As a result, Purchaser and its affiliates own approximately 96.3% of the outstanding Shares, which is a sufficient number of Shares to enable Purchaser to effect the Merger without a vote or meeting of the Company's stockholders. After the Merger SNI AG will indirectly own 100% of the Company. Shares which were not tendered into the Offer will be converted automatically into the right to receive $16.00 net per Share in cash. Purchaser intends to effect the Merger as soon as possible. A press release issued by SNI AG on March 2, 1995 announcing the expiration of the Offer and the acceptance of validly tendered Shares is attached hereto as Exhibit (d)(12) and is incorporated herein by reference. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. Item 17 is hereby amended and supplemented as follows: (d)(12)--Text of Press Release dated March 2, 1995 issued by SNI AG. 3 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. March 2, 1995 Siemens Nixdorf Mid-Range Acquisition Corp. /s/ Gerhard Schulmeyer By:_____________________________________ Name: Gerhard Schulmeyer Title: President Siemens Nixdorf Informationssysteme AG /s/ Gerhard Schulmeyer By:_____________________________________ Name: Gerhard Schulmeyer Title: President Siemens Aktiengesellschaft /s/ Adrienne Whitehead By:_____________________________________ Name: Adrienne Whitehead Title: Attorney-in-Fact 4 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. March 2, 1995 Pyramid Technology Corporation /s/ John S. Chen By: _____________________________________ Name: John S. Chen Title: President and Chief Operating Officer 5 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGE ------- ----------- ------------ (d)(12) --Text of Press Release dated March 2, 1995 issued by SNI AG.
EX-99.(D)(12) 2 PRESS RELEASE EXHIBIT (d)(12) PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT - --------------------- Contact: Mr. Jochen Doering Siemens Nixdorf 011 49 89 636-42700 Ms. Stacy Welsh Pyramid (408) 428-8298 For Immediate Release SIEMENS NIXDORF INFORMATIONSSYSTEME AG COMPLETES TENDER OFFER FOR PYRAMID TECHNOLOGY CORPORATION NEW YORK, March 2, 1995 -- Siemens Nixdorf Informationssysteme AG ("SNI") announced today that it had completed its tender offer for Pyramid Technology Corporation ("Pyramid") (NASD: PYRD). The tender offer was made by Siemens Nixdorf Mid-Range Acquisition Corp. ("Siemens Mid-Range"), an indirect wholly-owned subsidiary of SNI AG. The tender offer expired as scheduled at 12:00 midnight, New York City time, on Wednesday, March 1, 1995. Based on a preliminary count, 12,970,000 shares, representing approximately 79.6% of the outstanding shares of common stock of Pyramid, were tendered pursuant to the tender offer, either by physical delivery or pursuant to notices of guaranteed delivery, and were accepted for payment at $16.00 net per share in cash. In addition to the Pyramid shares acquired in the tender offer, SNI owns 2,717,743 Pyramid shares, representing approximately 16.7% of the outstanding shares of common stock of Pyramid. As a result, Siemens Mid-Range and its affiliates own approximately 96.3% of the outstanding shares of common stock of Pyramid, which is a sufficient number of shares to enable Siemens Mid-Range to merge into Pyramid without a vote or meeting of Pyramid's stockholders. After the merger, SNI will indirectly own 100% of Pyramid. Shares of Pyramid which were not tendered into the offer will be converted automatically into the right to receive $16.00 net per share in cash. Siemens Mid-Range intends to effect the merger as soon as possible. -----END PRIVACY-ENHANCED MESSAGE-----