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
(Amendment No. 3)
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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**
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$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. 3 (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 3, 5 and 8.
Items 3, 5 and 8 of the Schedule TO are hereby amended and supplemented as
follows:
In Section 7--"Certain Information Concerning the Company" of the
Offer to Purchase, the last paragraph of the subsection entitled "Certain
Projected Financial Data of the Company" is hereby amended to substitute the
following two sentences in place of the existing sixth sentence thereof:
"It is the understanding of Parent and Purchaser that the following
material assumptions underlie the projections provided to Parent: (1) a
decline in Sarbanes-Oxley related costs in fiscal 2006 relative to fiscal
2005, (2) with respect to the Company's contractual relationship with its
largest customer Continental Teves AG & Co. oHG, (i) quantities purchased by
Continental Teves AG & Co. oHG from the Company and its affiliates remaining
consistent with the forecasts provided by Continental Teves AG & Co. oHG to
the Company and (ii) negotiated annual pricing between the parties remaining
consistent with prior years, (3) the Company's core business performing
consistently with recent prior periods, (4) the continuing transition of the
Company's business from clusters (including assembly and testing) that have a
higher average selling price to principally high volume sensors with a lower
average selling price and (5) growth in the semiconductor capital equipment
market. There can be no assurance that any assumptions made in preparing the
projections will prove accurate."
In Section 7--"Certain Information Concerning the Company" of the
Offer to Purchase, the last paragraph of the subsection entitled "Certain
Projected Financial Data of the Company" is hereby amended to include,
following the last sentence, the following:
"However, to the extent that Purchaser or Parent become aware that
the projections, or the material assumptions underlying them, are no longer
valid, Purchaser and Parent will revise the Offer to Purchase to inform
stockholders of such change if they determine that doing so is required
pursuant to their duties under federal securities laws."
In Section 7--"Certain Information Concerning the Company" of the
Offer to Purchase, the subsection entitled "Financial Information" is hereby
amended and restated to read in its entirety as follows:
"The Company's consolidated balance sheets, statements of operations,
and statements of cash flows and related notes thereto, for the Company's 2004
fiscal year, as set forth beginning at page 36 of the Company's Form 10-K for
the fiscal year ended October 2, 2004, are hereby incorporated by reference
and filed as an exhibit to the Schedule TO. The report may be inspected at,
and copies may be obtained from, the same places and in the same manner set
forth under "--Available Information" below."
In Section 7--"Certain Information Concerning the Company" of the
Offer to Purchase, the fourth sentence of the subsection entitled "Available
Information" is hereby amended and restated as follows:
"Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the SEC
at 100 F Street, N.E., Washington, D.C. 20549."
Item 4.
Item 4 of the Schedule TO is hereby amended and supplemented as follows:
In the section of the Offer to Purchase entitled "Summary Term
Sheet," the question "Generally, What Are the United States Federal Income Tax
Consequences of Tendering Shares?" is hereby amended and restated as follows:
"What Are the United States Federal Income Tax Consequences of
Tendering Shares?"
In the section of the Offer to Purchase entitled "Summary Term
Sheet," the response to the question "Generally, What Are the United States
Federal Income Tax Consequences of Tendering Shares?" is hereby amended and
restated to read in its entirety as follows:
"The receipt of cash for Shares pursuant to the Offer or the Merger
will be a taxable transaction for United States federal income tax purposes
and possibly for state, local and foreign income tax purposes as well. In most
instances, a stockholder who sells Shares pursuant to the Offer or receives
cash in exchange for Shares pursuant to the Merger will recognize gain or loss
for United States federal income tax purposes equal to the difference, if any,
between the amount of cash received and the stockholder's adjusted tax basis
in the Shares sold pursuant to the Offer or exchanged pursuant to the Merger.
If the Shares sold or exchanged constitute capital assets in the hands of the
stockholder, such gain or loss will be capital gain or loss. See Section 5."
In Section 4--"Withdrawal Rights" of the Offer to Purchase, the first
paragraph is hereby amended and restated to read in its entirety as follows:
"Tenders of Shares pursuant to the Offer are irrevocable, except that
such Shares tendered pursuant to the Offer may be withdrawn at any time on or
prior to the Expiration Date and, unless theretofore accepted for payment and
paid for by the Purchaser pursuant to the Offer, may also be withdrawn,
pursuant to Section 14(d)(5) of the Exchange Act, at any time after Saturday,
October 1, 2005. As discussed below, tendered Shares may not be withdrawn in
any subsequent offering period."
The title of Section 5--"Certain Federal Income Tax Consequences" of
the Offer to Purchase is hereby amended and restated as follows:
"Material United States Federal Income Tax Consequences"
In Section 5--"Certain Federal Income Tax Consequences" of the Offer
to Purchase, the second sentence of the first paragraph of the section on page
16 is hereby deleted in its entirety.
In Section 5--"Certain Federal Income Tax Consequences" of the Offer
to Purchase, the third paragraph of the section on page 16 is hereby deleted
in its entirety.
In Section 13--"Conditions to the Offer" of the Offer to Purchase,
the first sentence of the first full paragraph on page 52 that precedes the
subsection entitled "Certain Regulatory Obligations" is amended and restated
as follows:
"The foregoing conditions are for the benefit of Parent and Purchaser
and may, subject to the terms of the Merger Agreement, be waived by Parent and
Purchaser in whole or in part at any time on or prior to the Expiration Date
in their discretion."
Section 13--"Conditions to the Offer" of the Offer to Purchase, is
hereby amended and restated by inserting the following after the first full
paragraph on page 52 that precedes the subsection entitled "Certain Regulatory
Obligations":
"Under the Merger Agreement, Parent, Purchaser and the Company have
agreed that certain obligations and limitations will apply in connection with
the satisfaction of particular conditions. The disclosure in the sections
below entitled "--Certain Regulatory Obligations" and "--CT Contracts," in
conjunction with that in Section 10, is intended to provide additional
background and more fully explain the obligations of the parties in connection
with the applicable conditions. The disclosure under "--Certain Regulatory
Obligations" below addresses the obligations of Parent and Purchaser with
respect to the satisfaction of conditions relating to governmental consents
and approvals, including conditions (2), (3), (4), (5) and (6), specified
above in this Section 13. These covenants are also described under "--Filings;
Regulatory Approvals and Arrangements" in Section 10. The disclosure under
"--CT Contracts" below addresses an agreement of the parties with respect to
the operation of the condition set forth in clause (d) of this Section 13.
This agreement is also described under "--Representations and Warranties" in
Section 10.
Item 12.
Item 12 is hereby amended and supplemented to add the following exhibit:
"(a)(5)(A) Fiscal Year 2004 Consolidated Balance Sheets, Statements of
Operations, and Statements of Cash Flows and related notes thereto for the
Company (incorporated herein by reference to the Company's Report on Form 10-K
for the fiscal year ended October 2, 2004 (file No. 000-22799))."
In Exhibit (a)(1)(B)--Letter of Transmittal, the first paragraph on
page 11 is hereby deleted in its entirety.
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
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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: August 19, 2005
INDEX TO EXHIBITS
(a)(5)(A) Fiscal Year 2004 Consolidated Balance Sheets, Statements of
Operations, and Statements of Cash Flows and related notes
thereto for the Company (incorporated herein by reference to
the Company's Report on Form 10-K for the fiscal year ended
October 2, 2004 (file No. 000-22799)).