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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
(Amendment No. 1)
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WAVE TECHNOLOGIES INTERNATIONAL, INC.
(Name of Subject Company (Issuer))
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WTI ACQUISITION CORPORATION
THE THOMSON CORPORATION
(Names of Filing Persons (Offerors))
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Common Stock, Par Value $0.50 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
===================================== ==========================================
Transaction Valuation* Amount of Filing Fee**
- ------------------------------------- ------------------------------------------
$47,406,810.75 $9,481.36
===================================== ==========================================
* 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 vested as of March 22, 2000.
** Calculated as 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: $9,481.36 Filing Party:The Thomson Corporation,
WTI Acquisition Corporation
Form or Registration No.: Schedule TO Date Filed: March 22, 2000
[ ] 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: [ ]
1
This Amendment No. 1 (this "Amendment") amends and supplements
the Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission on March 22, 2000 (the "Schedule TO"), 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"). The 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 filed as Exhibits (a)(1) and (a)(2)
to the Schedule TO. Capitalized terms used and not defined herein shall have the
meanings ascribed to such terms in the Offer to Purchase or in the Schedule TO.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented
to include the following information:
On April 4, 2000, the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to
the purchase of Shares pursuant to the Offer, expired.
Item 12. Material to Be Filed as Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented
to include the following information:
(a)(10) Press Release issued by Thomson on April 5, 2000.
2
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: April 5, 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: April 5, 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
3
EXHIBIT INDEX
Exhibit No.
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(a)(10) Press Release issued by Thomson on April 5, 2000.
4
Ex-99.A.10
News Release The
Thomson
Stock symbol: TOC Corporation
THE THOMSON CORPORATION ANNOUNCES
EXPIRATION OF ANTITRUST WAITING PERIOD
FOR WAVE TECHNOLOGIES ACQUISITION
Toronto, Ontario, April 5, 2000 -- The Thomson Corporation (TSE: TOC) announced
today that the waiting period has expired under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 applicable to its US$9.75 per share cash tender offer
for Wave Technologies International, Inc. which was announced on March 22, 2000.
Thomson said that the expiration became effective at 12:00 Midnight on Tuesday,
April 4, 2000. Accordingly, Thomson's tender offer has been cleared by all
applicable governmental authorities regulating antitrust concerns.
Thomson's tender offer is scheduled to expire at 12:00 Midnight, Eastern
Daylight Time, on Tuesday, April 18, 2000.
The Thomson Corporation, with 1999 revenues of US$5.8 billion, is a leading,
global e-information and solutions company in the business and professional
marketplace. The Corporation's common shares are listed on the Toronto and
London Stock Exchanges. For more information, visit The Thomson Corporation's
Internet address at www.thomson.com.
Wave Technologies International, Inc. (NASDAQ: WAVT) develops, markets and
delivers training and instructional products related to sophisticated
information technologies. Wave's web site is located at www.wavetech.com.
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FOR FURTHER INFORMATION PLEASE CONTACT:
The Thomson Corporation
Stamford, CT, USA
Investor Contact:
John Kechejian:
Vice President, Investor Relations
203-969-8700
john.kechejian@thomson.com
Media Contact:
Janey Loyd:
Vice President, Corporate Communications
203-969-8700
janey.loyd@thomson.com