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)
_______________________
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. 1 (the "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO (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 the 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.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On August 11, 2005, Parent issued two tranches of notes (together, the
"Notes") of five and twelve year terms, respectively, pursuant to its existing
(euro)3.5 billion Euro Medium Term Note Programme (the "Programme") with BNP
Paribas, as arranger for the Programme, and the dealers named therein. The
Notes will be syndicated by a group of managers that includes Citigroup Global
Markets Limited, Natexis Banques Populaires, The Royal Bank of Scotland plc and
Societe Generale. Other terms of the Notes are set out in the respective
pricing supplement of each tranche of Notes, copies of which have been attached
hereto as Exhibits (b)(3) and (b)(4).
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to add the following
exhibits:
"(b)(3) Pricing Supplement, (euro)900,000,000 3.125% Bonds due 2010, dated
August 9, 2005."
"(b)(4) Pricing Supplement, (euro)600,000,000 4% Bonds due 2017, dated August
9, 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
---------------------------------
Title: Senior Vice President and
General Counsel
BEACON PURCHASER CORPORATION
By: /s/ Juan Pedro Salazar
---------------------------------
Name: Juan Pedro Salazar
Title: Vice President
Date: August 12, 2005