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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. 3)
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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
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Transaction Valuation* Amount of Filing Fee**
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$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. 3 (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 4. Terms of the Transaction
Item 4 of the Schedule TO is hereby amended and supplemented by
including the following information:
On April 19, 2000, Thomson issued a press release announcing
the extension of the Offer to 6:00 P.M., New York City time, on Thursday, April
20, 2000. The Offer had previously been scheduled to expire at 12:00 midnight,
New York City time, on Tuesday, April 18, 2000. A copy of the press release
issued by Thomson with respect to the foregoing is attached hereto as Exhibit
(a)(11) and is incorporated herein by reference.
Item 12. Materials to be filed as Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented to
include the following information:
(a)(11) Press Release issued by Thomson on April 19, 2000.
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 19, 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 19, 2000
WTI ACQUISITION CORPORATION
By: /s/ Michael S. Harris
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Name: Michael S. Harris
Title: Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No.
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(a)(11) Press Release issued by Thomson on April 19, 2000.
Ex-99.A.11
News Release The
Thomson
Stock symbol: TOC Corporation
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THE THOMSON CORPORATION EXTENDS TENDER OFFER FOR
WAVE TECHNOLOGIES INTERNATIONAL, INC.
Toronto, Ontario, April 19, 2000 -- The Thomson Corporation (TSE: TOC) announced
today that WTI Acquisition Corporation ("WTI"), a wholly owned subsidiary of
Thomson, is extending its offer to acquire all outstanding shares of common
stock of Wave Technologies International, Inc. ("Wave") to 6:00 P.M., Eastern
Daylight Time, on April 20, 2000. The offer was previously scheduled to expire
at 12:00 midnight on Tuesday, April 18, 2000.
Based on the latest count of tendered shares, approximately 3,810,838 shares of
Wave common stock have been tendered and not withdrawn pursuant to the tender
offer, representing approximately 89% of the outstanding shares. In accordance
with the terms of the Offer to Purchase dated March 22, 2000, WTI is exercising
its option to extend the Offer to allow shareholders who have not previously
tendered, to tender their shares.
As a consequence of the extension of the expiration date, holders of Wave common
stock may tender or withdraw shares until 6:00 P.M., EDT, on Thursday, April 20,
2000, unless the offer is further extended.
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.
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
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Media Contact:
Janey Loyd
Vice President, Corporate Communications
203-969-8700
janey.loyd@thomson.com
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