-----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, GQXS63BEGEvnMX29F4ihQp3fQg210oLZhly/rJZi/IBGzkovUgDnQU92RqXfWFJW i8hSUc7v5hKR3LoSqBFXdg== 0000947871-00-000277.txt : 20000406 0000947871-00-000277.hdr.sgml : 20000406 ACCESSION NUMBER: 0000947871-00-000277 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000405 GROUP MEMBERS: THOMSON CORP GROUP MEMBERS: WTI ACQUISITION CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WAVE TECHNOLOGIES INTERNATIONAL INC CENTRAL INDEX KEY: 0000925869 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 431481443 STATE OF INCORPORATION: MO FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-48147 FILM NUMBER: 593946 BUSINESS ADDRESS: STREET 1: 10845 OLIVE BLVD STREET 2: STE 250 CITY: ST LOUIS STATE: MO ZIP: 63141 BUSINESS PHONE: 3149955767 MAIL ADDRESS: STREET 1: 10845 OLIVE BLVD STREET 2: STE 250 CITY: ST LOUIS STATE: MO ZIP: 63141 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THOMSON CORP CENTRAL INDEX KEY: 0001005348 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: METRO CENTER AT ONE STATION PLACE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2039698700 MAIL ADDRESS: STREET 1: METRO CENTER AT ONE STATION PLACE CITY: STAMFORD STATE: CT ZIP: 06902 SC TO-T/A 1 AMENDMENT NO. 1 TO SCHEDULE T0-T 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. 1) --------------------- WAVE TECHNOLOGIES INTERNATIONAL, INC. (Name of Subject Company (Issuer)) --------------------- WTI ACQUISITION CORPORATION THE THOMSON CORPORATION (Names of Filing Persons (Offerors)) --------------------- Common Stock, Par Value $0.50 Per Share (Title of Class of Securities) --------------------- 94352Q - 10 - 9 (CUSIP Number of Class of Securities) Michael S. Harris, Esq. The Thomson Corporation Metro Center at One Station Place Stamford Connecticut 06902 Telephone (203) 969-8700 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of filing persons) --------------------- Copy to: David W. Heleniak, Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 (212) 848-4000 CALCULATION OF FILING FEE ===================================== ========================================== Transaction Valuation* Amount of Filing Fee** - ------------------------------------- ------------------------------------------ $47,406,810.75 $9,481.36 ===================================== ========================================== * Estimated for purposes of calculating the amount of the filing fee only. Calculated by multiplying $9.75, the per share tender offer price, by 4,862,237, the sum of the 4,265,845 currently outstanding shares of Common Stock sought in the Offer and the 596,392 shares of Common Stock subject to options that vested as of March 22, 2000. ** 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: $9,481.36 Filing Party:The Thomson Corporation, WTI Acquisition Corporation Form or Registration No.: Schedule TO Date Filed: March 22, 2000 [ ] 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: [ ] 1 This Amendment No. 1 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on March 22, 2000 (the "Schedule TO"), by WTI Acquisition Corporation, a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of The Thomson Corporation, a corporation organized under the laws of Ontario, Canada ("Thomson"). The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of Common Stock, par value $0.50 per share (the "Shares"), of Wave Technologies International, Inc., a Missouri corporation (the "Company"), at a purchase price of $9.75 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 22, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1) and (a)(2) to the Schedule TO. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Offer to Purchase or in the Schedule TO. Item 11. Additional Information. Item 11 of the Schedule TO is hereby amended and supplemented to include the following information: On April 4, 2000, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the purchase of Shares pursuant to the Offer, expired. Item 12. Material to Be Filed as Exhibits. Item 12 of the Schedule TO is hereby amended and supplemented to include the following information: (a)(10) Press Release issued by Thomson on April 5, 2000. 2 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: April 5, 2000 WTI ACQUISITION CORPORATION By: /s/ Michael S. Harris ------------------------------------ Name: Michael S. Harris Title: Vice President 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: April 5, 2000 THE THOMSON CORPORATION By: /s/ Michael S. Harris ------------------------------------ Name: Michael S. Harris Title: Senior Vice President, General Counsel and Secretary 3 EXHIBIT INDEX Exhibit No. - ----------- (a)(10) Press Release issued by Thomson on April 5, 2000. 4 EX-99.A.10 2 PRESS RELEASE Ex-99.A.10 News Release The Thomson Stock symbol: TOC Corporation THE THOMSON CORPORATION ANNOUNCES EXPIRATION OF ANTITRUST WAITING PERIOD FOR WAVE TECHNOLOGIES ACQUISITION Toronto, Ontario, April 5, 2000 -- The Thomson Corporation (TSE: TOC) announced today that the waiting period has expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to its US$9.75 per share cash tender offer for Wave Technologies International, Inc. which was announced on March 22, 2000. Thomson said that the expiration became effective at 12:00 Midnight on Tuesday, April 4, 2000. Accordingly, Thomson's tender offer has been cleared by all applicable governmental authorities regulating antitrust concerns. Thomson's tender offer is scheduled to expire at 12:00 Midnight, Eastern Daylight Time, on Tuesday, April 18, 2000. The Thomson Corporation, with 1999 revenues of US$5.8 billion, is a leading, global e-information and solutions company in the business and professional marketplace. The Corporation's common shares are listed on the Toronto and London Stock Exchanges. For more information, visit The Thomson Corporation's Internet address at www.thomson.com. Wave Technologies International, Inc. (NASDAQ: WAVT) develops, markets and delivers training and instructional products related to sophisticated information technologies. Wave's web site is located at www.wavetech.com. - -30- FOR FURTHER INFORMATION PLEASE CONTACT: The Thomson Corporation Stamford, CT, USA Investor Contact: John Kechejian: Vice President, Investor Relations 203-969-8700 john.kechejian@thomson.com Media Contact: Janey Loyd: Vice President, Corporate Communications 203-969-8700 janey.loyd@thomson.com -----END PRIVACY-ENHANCED MESSAGE-----