-----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, KM1BPvpFrz2UEK9lTBZ+Q8iN+8i5H1k11kKiaQtuJKm9Qr2RZ8P58MpOq74bTfZ1 Z2LYCMkTdRrlSfVHi0oVog== 0000950172-05-003136.txt : 20050927 0000950172-05-003136.hdr.sgml : 20050927 20050927101927 ACCESSION NUMBER: 0000950172-05-003136 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050927 DATE AS OF CHANGE: 20050927 GROUP MEMBERS: BEACON PURCHASER CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BEI TECHNOLOGIES INC CENTRAL INDEX KEY: 0001041866 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 943274498 STATE OF INCORPORATION: DE FISCAL YEAR END: 0927 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52411 FILM NUMBER: 051104257 BUSINESS ADDRESS: STREET 1: ONE POST ST STREET 2: STE 2500 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4159564477 MAIL ADDRESS: STREET 1: ONE POST ST STREET 2: STE 2500 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHNEIDER ELECTRIC SA CENTRAL INDEX KEY: 0000923734 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 43-45, BOULEVARD FRANKLIN ROOSEVELT STREET 2: B. P. 236 CITY: RUEIL MALMAISON CEDEX STATE: I0 ZIP: 92504 BUSINESS PHONE: 33 (0) 1 41 29 70 00 MAIL ADDRESS: STREET 1: 43-45, BOULEVARD FRANKLIN ROOSEVELT STREET 2: B. P. 236 CITY: RUEIL MALMAISON CEDEX STATE: I0 ZIP: 92504 FORMER COMPANY: FORMER CONFORMED NAME: SCHNEIDER ELECTRIC /FI DATE OF NAME CHANGE: 19940524 SC TO-T/A 1 ny549554-2.txt AMENDMENT NO. 10 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 10) ----------------------- BEI TECHNOLOGIES, INC. (Name of Subject Company (Issuer)) SCHNEIDER ELECTRIC SA BEACON PURCHASER CORPORATION (Name of Filing Persons (Offerors)) Common Stock, par value $.001 per Share (including the associated preferred stock purchase rights) (Title of Class of Securities) 05538P104 (CUSIP Number of Class of Securities) Juan Pedro Salazar, Esq. Senior Vice President and General Counsel Schneider Electric SA 43-45, bd. Franklin Roosevelt B.P. 236 92504 Rueil Malmaison Cedex France 33 (0) 1 41 29 70 00 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person) Copies to: Randall Doud, Esq. Howard Japlon, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Beacon Purchaser Corporation Four Times Square 1415 South Roselle Road New York, New York 10036 Palatine, Illinois 60067-7399 (212) 735-3000 (847) 397-2600 CALCULATION OF FILING FEE Transaction Valuation* Amount of Filing Fee** - --------------------- -------------------- $532,199,402 $106,440 * Estimated for purposes of calculating the filing fee only. This calculation assumes the purchase of 14,978,324 shares of common stock of BEI Technologies, Inc. at the tender offer price of $35.00 per share of common stock. The transaction value also includes the offer price of $35.00 less $11.87, which is the average exercise price of outstanding options, multiplied by 344,058, the estimated number of options outstanding. ** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), equals 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: $106,440 Filing Party: Schneider Electric SA and Beacon Purchaser Corporation Form or Registration No. SC TO-T Date Filed: August 3, 2005 |_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below 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. 10 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO, as amended through the date hereof (the "Schedule TO"), filed initially with the Securities and Exchange Commission on August 3, 2005 by Beacon Purchaser Corporation, a Delaware corporation ("Purchaser"), and Schneider Electric SA, a societe anonyme organized under the laws of the Republic of France ("Parent"), relating to the third-party tender offer by Purchaser to purchase all the issued and outstanding shares of common stock, par value $.001 per share, including the associated preferred share purchase rights, of BEI Technologies, Inc., a Delaware corporation (the "Company"), at a purchase price of $35.00 per share, 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 August 3, 2005 and filed as Exhibit (a)(1)(A) to the Schedule TO (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with the Offer to Purchase and 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. This Amendment is being filed on behalf of Purchaser and Parent. Items 1, 4 and 11. Items 1, 4 and 11 of the Schedule TO are hereby amended and supplemented to add the following: "On September 27, 2005, Parent issued a press release announcing that the Offer has been amended to reflect the waiver of a condition to the Offer relating to the receipt by the Company of certain confirmations from DSS. This condition was the sole remaining regulatory condition to the Offer, though certain other conditions remain. Parent also announced that, in light of this waiver, the Offer has been extended until midnight, New York City time, on Monday, October 3, 2005. The Offer had previously been scheduled to expire at 5:00 p.m., New York City time, on September 28, 2005. The Company has consented to the foregoing extension. Assuming that the remaining conditions to the Offer, including the Minimum Condition, are satisfied at the time of such expiration, Parent expects that it will promptly accept for payment all Shares then tendered. Based on information provided by the Depositary to Parent, as of 5:00 p.m., New York City time, on Monday, September 26, 2005, stockholders of the Company had tendered into the Offer 10,059,500 Shares, which represented approximately 66.9% of the Company's outstanding common stock. The Depositary advised Parent that notices of guaranteed delivery had been received in respect of zero additional Shares. In addition, 301,104 Shares that constitute unvested restricted stock of the Company had also been deposited with the Depositary. Such 301,104 Shares were not included in the foregoing totals, as they may not be validly tendered in the Offer and may only be purchased in a subsequent offering period or acquired through the Merger. A copy of the press release is filed as Exhibit (a)(1)(J) and is incorporated herein by reference." Item 12. Item 12 is hereby amended and supplemented to add the following exhibit: "(a)(1)(J) Press Release issued by Schneider Electric SA, dated September 27, 2005." 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. SCHNEIDER ELECTRIC SA By: /s/ Juan Pedro Salazar ------------------------------ Name: Juan Pedro Salazar Title: Senior Vice President and General Counsel BEACON PURCHASER CORPORATION By: /s/ Juan Pedro Salazar ----------------------------- Name: Juan Pedro Salazar Title: Vice President Date: September 27, 2005 INDEX TO EXHIBITS (a)(1)(J) Press Release issued by Schneider Electric SA, dated September 27, 2005. EX-99 2 ny562801-2.txt EXHIBIT (A)(1)(J) Exhibit (a)(1)(J) SCHNEIDER ELECTRIC WAIVES CONDITION; TENDER OFFER FOR SHARES OF BEI TECHNOLOGIES, INC. EXTENDED Rueil-Malmaison, France - 9-27-2005--Schneider Electric SA (Euronext: SCHN) today announced that Beacon Purchaser Corporation's offer to purchase all of the outstanding shares of common stock of BEI Technologies, Inc. (Nasdaq: BEIQ) at a price of $35.00 per share is being amended to reflect the waiver of a condition to the offer relating to the receipt by BEI of certain confirmations from the Defense Security Service of the U.S. Department of Defense. This condition was the sole remaining regulatory condition to the offer, though certain other conditions remain. Beacon Purchaser Corporation is an indirect wholly owned subsidiary of Schneider Electric. Schneider Electric also announced that, in light of this waiver and pursuant to federal securities regulations, the offer has been extended until midnight, New York City time, on Monday, October 3, 2005. BEI has consented to the foregoing extension. Assuming that the remaining conditions to the offer, including the minimum condition, are satisfied at the time of such expiration, Schneider Electric expects that it will promptly accept for payment all shares then tendered. The tender offer had previously been scheduled to expire at 5:00 p.m., New York City time, on Wednesday, September 28, 2005 and is being extended at this time to permit an earlier closing than would have been permitted if the extension had been delayed until following the current expiration date. Schneider Electric noted that accordingly the following tender results, which reflect lower tender results than at the last extension of the offer, should be considered in the context that some shareholders may have been waiting to tender their shares on the day of the scheduled expiration of the offer. Schneider Electric has been advised by American Stock Transfer & Trust Company, the depositary for the tender offer, that as of 5:00 p.m., New York City time, on Monday, September 26, 2005, stockholders of BEI had tendered into the tender offer 10,059,500 shares of BEI common stock, which represent approximately 66.9% of BEI's outstanding common stock. AST has also advised Schneider Electric that there are no outstanding notices of guaranteed delivery. In addition, 301,104 shares of restricted stock have also been deposited with the Depositary. These restricted shares are not included in the foregoing totals, as they may not be validly tendered in the tender offer and may only be purchased in a subsequent offering period or acquired through the merger. The terms of the extended tender offer are identical to the terms of the original tender offer, as set forth in the offering materials filed with the Securities and Exchange Commission, except with respect to the extended expiration date of the tender offer. The terms and conditions of the tender offer are set forth in the Offer to Purchase, Letter of Transmittal and other related materials filed by Schneider Electric and Beacon Purchaser with the SEC. Requests for documents may be directed to Mackenzie Partners, Inc., the information agent for the tender offer, at 800-322-2885. American Stock Transfer & Trust Company is acting as depositary for the tender offer. The dealer manager for the tender offer is Merrill, Lynch, Pierce, Fenner & Smith Incorporated. Notice To Investors This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer statement filed with the SEC on Schedule TO (including the Offer to Purchase, Letter of Transmittal and other offer documents), the Solicitation/Recommendation Statement filed with the SEC on Schedule 14D-9 and the amendments to those documents contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials are available to BEI Technologies, Inc. stockholders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) are available at no charge on the SEC's Website at http://www.sec.gov or by contacting Mackenzie Partners, the information agent, at 800-322-2885. About Schneider Electric Schneider Electric is the world's Power & Control leader. Through its world-class brands, Merlin Gerin, Square D and Telemecanique, Schneider Electric manufactures and markets a comprehensive range of products and services for the residential, buildings, industry, energy and infrastructure markets. Schneider Electric has 85,000 employees worldwide, operations in 130 countries and recorded sales of (euro)10.4 billion in 2004 through the 13,000 sales outlets of its distributors. Schneider Electric: Give the best of the New Electric World to everyone, everywhere, at any time
Investor Relations : Media contact : Media contact : Schneider Electric Schneider Electric DGM Alexandre Brunet Veronique Moine Michel Calzaroni Merlin Gerin Olivier Labesse Square D tel. +33 (0)1 41 29 70 71 tel. +33 (0)1 41 29 70 76 tel. +33 (0)1 40 70 11 89 Telemecanique fax +33 (0)1 41 29 71 42 fax +33 (0)1 41 29 71 95tel. +fax(+33 (0)1940070690 46 www.schneider-electric.com tel. +33 (0)1 41 29 70 76 -------------------------- ISIN: FR0000121972
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