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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. 2)
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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
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* 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 will be 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: |_|
This Amendment No. 2 (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),
respectively, 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 5. Past contacts, Transactions, Negotiations and Agreements.
Item 5 of the Schedule TO is hereby amended by amending and
restating in its entirety the fourth paragraph under Section 10 "Background of
the Offer; Contacts with the Company; the Merger Agreement; Interests of Certain
Persons in the Merger. Background of the Merger and the Offer" on page 15 of the
Offer to Purchase as follows:
Between February 4 and February 14, 2000, Messrs. Shuman and
McEwen discussed a possible range of values for Wave with Raymond J. Kalinowsky,
a member of the Wave Board of Directors and representatives of U.S. Bancorp
Piper Jaffray. In a telephone conversation on February 14, 2000 among Mr.
Kalinowsky, Mr. Shuman and a representative of U.S. Bancorp Piper Jaffray, the
parties continued to discuss the terms of a potential acquisition transaction.
The parties discussed how to structure the proposed transaction and agreed to
use an all-cash tender offer, in order to deliver value to the holders of Shares
quickly. The purchase price proposed by Thomson in early February was in the
amount of $9.00 per share, which was raised through further negotiations to the
offer price of $9.75 per share.
Item 11. Additional Information
(a) Item 11 of the Schedule TO is hereby amended by amending
and restating in its entirety the third paragraph under Section 7 "Certain
Information Concerning the Company" on page 10 of the Offer to Purchase as
follows:
Certain Projected Financial Data of the Company. Prior to
entering into the Merger Agreement, Thomson conducted a due diligence review of
the Company and in connection with such review received certain projections of
the Company's future operating performance. The projections are included by
Purchaser and Thomson in this Offer to Purchase solely because such information
was furnished to Thomson and Purchaser by the Company. The Company does not in
the ordinary course publicly disclose projections and these projections were not
prepared with a view to public disclosure. The Company has advised Thomson and
Purchaser that these projections were prepared by the Company's management based
on numerous assumptions including, among others, projections of revenues,
operating income, benefits and other expenses, depreciation and amortization,
capital expenditure and working capital requirements. No assurances can be given
with respect to any such assumptions. These projections do not give effect to
the Offer or the potential combined
operations of Thomson and the Company or any alterations Thomson may make to the
Company's operations or strategy after the consummation of the Offer. The
information set forth below is presented for the limited purpose of giving the
stockholders access to the material financial projections prepared by the
Company's management that were made available to Thomson and Purchaser in
connection with the Merger Agreement and the Offer.
(b) Item 11 of the Schedule TO is hereby amended by amending
and restating in its entirety the fifth paragraph under Section 7 "Certain
Information Concerning the Company" on page 11 of the Offer to Purchase as
follows:
In addition, these projections were not prepared in accordance
with generally accepted accounting principles, and neither the Company's nor
Thomson's independent accountants has examined or compiled any of these
projections or expressed any conclusion or provided any other form of assurance
with respect to these projections and accordingly assume no responsibility for
these projections. These projections were prepared with a limited degree of
precision, and were not prepared with a view to public disclosure or compliance
with the published guidelines of the Commission or the guidelines established by
the American Institute of Certified Public Accountants regarding projections,
which would require a more complete presentation of data than as shown above.
The inclusion of these projections herein should not be regarded as a
representation by Thomson, Purchaser or the Company that the projected results
will be achieved. These projections should be read in conjunction with the
historical financial information of the Company. Neither Thomson or Purchaser
assumes any responsibility for the accuracy or validity of the foregoing
projections. Forward-looking statements also include those preceded by, followed
by or that include the words "believes", "expects", "anticipates" or similar
expressions.
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 6, 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 6, 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