SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 16, 2000
-------------------------------
MOORE PRODUCTS CO.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 0-545 23-1427830
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1201 Sumneytown Pike
Spring House, PA 19477-0900
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 646-7400
----------------------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events.
On January 16, 2000, Moore Products Co., a Pennsylvania corporation
("Moore"), entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Siemens Energy & Automation, Inc., a Delaware corporation ("Parent"), and
Malibu Acquisition Corp., a Pennsylvania corporation and wholly owned subsidiary
of Parent ("Sub"). Parent and Sub are indirect subsidiaries of Siemens
Aktiengesellschaft, a German corporation ("Siemens"). Pursuant to the Merger
Agreement, Sub has commenced a tender offer to purchase, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated January 21,
2000, and the related Letter of Transmittal (which together constitute the
"Offer") all of the issued and outstanding (i) shares of common stock, par value
$1.00 per share, of Moore (the "Common Shares") for consideration of $54.71, net
to the seller in cash, per Common Share (the "Common Share Price"), and (ii)
shares of Series A preferred stock, par value $1.00 per share, of Moore (the
"Preferred Shares" and, with the Common Shares, collectively the "Shares") for
consideration of $21.88, net to the seller in cash, per Preferred Share (the
"Preferred Share Price"). The Offer is disclosed in the Tender Offer Statement
on Schedule 14D-1 (the "Schedule 14D-1") filed by Parent, Sub and Siemens with
the Securities and Exchange Commission (the "Commission") on January 21, 2000.
The recommendation of the Board of Directors of Moore with respect to the Offer
is set forth in the Solicitation/Recommendation Statement on Schedule 14D-9
filed by Moore with the Commission on January 21, 2000.
The Offer is conditioned upon, among other things, there being tendered
(and not withdrawn) or otherwise acquired by Parent or any of its affiliates
prior to the expiration date of the Offer at least a majority of (i) the Fully
Diluted Voting Power (as defined in the Merger Agreement), and (ii)(A) the
outstanding Preferred Shares and (B) the Fully Diluted Shares (as defined in the
Merger Agreement). The Offer is also conditioned upon the expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended. The Merger Agreement also provides, among other things, that upon
the terms and subject to the conditions contained therein and in accordance with
the Pennsylvania Business Corporation Law (the "PBCL"), as promptly as
practicable after the purchase of the Shares pursuant to the Offer and the
satisfaction or waiver of the conditions contained therein, Sub will be merged
with and into Moore (the "Merger"), with Moore continuing as the surviving
corporation in the Merger as a wholly-owned subsidiary of Parent. At the
effective time of the Merger (the "Effective Time"), each issued and outstanding
Share not tendered in the Offer (other than Shares held by Moore, Parent or any
subsidiary of Moore or Parent, and Shares held by shareholders who properly
exercise their dissenters' rights under the PBCL), will be converted into the
right to receive the Common Share Price or the Preferred Share Price, as
applicable, without interest thereon. The Merger Agreement further provides that
immediately prior to the Effective Time, all then outstanding stock options
granted under Moore's 1994 Stock Option Plan and 1997 Non-Employee Directors'
Equity Incentive Plan (the "Options") (1) will become fully vested, (2) the
holders of such Options will become entitled to receive a payment in cash from
Moore equal to the product of (i) the number of Common Shares subject to their
Options and (ii) the excess, if any, of the Common Share Price over the exercise
price of such Options, and (3) such Options will be cancelled.
-2-
The preceding description of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement, a copy of which has been filed as
Exhibit (c)(1) to the Schedule 14D-1 and is incorporated herein by reference.
Concurrently with the execution of the Merger Agreement, as required by
Parent and Sub, certain shareholders of Moore (including members of the Moore
family and all of the Moore's Directors) who are the beneficial owners of
approximately 55% of the total voting power of Moore on a fully diluted basis,
entered into a Tender and Option Agreement (the "Tender Agreement") with Moore,
Parent and Sub pursuant to which such shareholders have agreed, among other
things, to grant Parent and Sub an option to purchase the Shares subject thereto
upon the occurrence of certain events and to tender in the Offer, and not
withdraw therefrom, the Shares owned by such shareholders, as well as any other
Moore securities acquired by such shareholders prior to the expiration of the
Offer, including pursuant to the exercise of Options.
The preceding description of the Tender Agreement is qualified in its
entirety by reference to the Tender Agreement, a copy of which has been filed as
Exhibit (c)(3) to the Schedule 14D-1 and is incorporated herein by reference.
On January 17, 2000, Moore and Parent issued a joint press release
relating to the execution of the Merger Agreement and the Tender Agreement. A
copy of this press release has been filed as Exhibit (a)(8) to the Schedule
14D-1 and is incorporated herein by reference. Additionally, on January 21,
2000, Moore and Parent issued a joint press release relating to the commencement
of the Offer. A copy of this press release has been filed as Exhibit (a)(9) to
the Schedule 14D-1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
-------
2.1 Agreement and Plan of Merger dated January 16, 2000 among
Siemens Energy & Automation, Inc., Malibu Acquisition Corp.,
and Moore Products Co. (incorporated herein by reference to
Exhibit (c)(1) to the Schedule 14D-1).
3(2) Moore Products Co. By-Laws, as amended through January 14,
2000 (filed herewith).
-3-
4.1 Tender and Option Agreement, dated January 16, 2000, among
Siemens Energy & Automation, Inc., Malibu Acquisition Corp.,
Moore Products Co. and the Shareholders of Moore Products Co.
listed on Schedule A thereto (incorporated by reference to
Exhibit (c)(3) to the Schedule 14D-1).
99.1 Joint Press Release of Moore Products Co. and Siemens Energy &
Automation, Inc. dated January 17, 2000 (incorporated by
reference to Exhibit (a)(8) to the Schedule 14D-1).
99.2 Joint Press Release of Moore Products Co. And Siemens Energy &
Automation, Inc. dated January 21, 2000 (incorporated by
reference to Exhibit (a)(9) to the Schedule 14D-1).
-4-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MOORE PRODUCTS CO.
Date: January 27, 2000 By: /s/ Robert E. Wisniewski
-----------------------------------------------
Robert E. Wisniewski
Secretary and Treasurer
-5-
Exhibit Index
-------------
No. Description
- --- -----------
2.1 Agreement and Plan of Merger dated January 16, 2000 among Siemens
Energy & Automation, Inc., Malibu Acquisition Corp., and Moore
Products Co. (incorporated herein by reference to Exhibit (c)(1) to
the Schedule 14D-1).
3(2) Moore Products Co. By-Laws, as amended through January 14, 2000 (filed
herewith).
4.1 Tender and Option Agreement, dated January 16, 2000, among Siemens
Energy & Automation, Inc., Malibu Acquisition Corp., Moore Products
Co. and the Shareholders of Moore Products Co. listed on Schedule A
thereto (incorporated by reference to Exhibit (c)(3) to the Schedule
14D-1).
99.1 Joint Press Release of Moore Products Co. and Siemens Energy &
Automation, Inc. dated January 17, 2000 (incorporated by reference to
Exhibit (a)(8) to the Schedule 14D-1).
99.2 Joint Press Release of Moore Products Co. And Siemens Energy &
Automation, Inc. dated January 21, 2000 (incorporated by reference to
Exhibit (a)(9) to the Schedule 14D-1).