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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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WAVE TECHNOLOGIES INTERNATIONAL, INC.
(NAME OF SUBJECT COMPANY)
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WTI ACQUISITION CORPORATION
THE THOMSON CORPORATION
(NAMES OF FILING PERSONS (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER
PERSON))
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COMMON STOCK, PAR VALUE $9.75 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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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)
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COPY TO:
DAVID W. HELENIAK, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$47,406,810.75 $9,481.36
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* 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 will be vested as of March 22, 2000.
** Calculated as 1/50 of 1% of the transaction value.
[ ] 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:
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Form or Registration No.:
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Filing Party:
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Date Filed:
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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: [ ]
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This Tender Offer Statement on Schedule TO (this "Schedule TO"), is filed
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"). This 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
attached hereto as Exhibits (a)(1) and (a)(2) (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"). The
information set forth in the Offer to Purchase and the related Letter of
Transmittal is incorporated herein by reference with respect to Items 1-9 and 11
of this Schedule TO. The Agreement and Plan of Merger, dated as of March 10,
2000, among Thomson US Holdings Inc. ("Parent"), Purchaser and the Company, a
copy of which is attached as Exhibit (d)(1) hereto is incorporated herein by
reference with respect to Items 5 and 11 of this Schedule TO.
ITEM 10. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not applicable.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase dated March 22, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies
and Nominees to Clients.
(a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Form of Letter to 401(k) Plan Participants.
(a)(8) Summary Advertisement as published in The Wall Street Journal on March
22, 2000.
(a)(9) Press Release issued by Thomson on March 10, 2000.
(d)(1) Agreement and Plan of Merger, dated as of March 10, 2000, among Parent,
Purchaser and the Company.
(d)(2) Confidentiality Agreement dated January 13, 1999, between Thomson and the
Company, as amended on January 22, 1999.
(g) None.
(h) None.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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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: March 22, 2000
WTI ACQUISITION CORPORATION
By: /s/ MICHAEL S. HARRIS
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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: March 22, 2000
THE THOMSON CORPORATION
By: /s/ MICHAEL S. HARRIS
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Name: Michael S. Harris
Title: Senior Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
EXHIBIT NO.
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(a)(1) Offer to Purchase dated March 22, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter from Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees to Clients.
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(7) Form of Letter to 401(k) Plan Participants.
(a)(8) Summary Advertisement as published in The Wall Street
Journal on March 22, 2000.
(a)(9) Press Release issued by Thomson on March 10, 2000.
(d)(1) Agreement and Plan of Merger, dated as of March 10, 2000,
among Parent, Purchaser and the Company.
(d)(2) Confidentiality Agreement dated January 13, 1999, between
Thomson and the Company, as amended on January 22, 1999.
(g) None
(h) None
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