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. 10)
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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. 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
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Name: Juan Pedro Salazar
Title: Senior Vice President and General Counsel
BEACON PURCHASER CORPORATION
By: /s/ Juan Pedro Salazar
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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.