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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. 4)
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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: [x]
This Amendment No. 4 (Final 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. Pursuant to General Instruction H to Schedule
TO, this Final Amendment satisfies the reporting requirements of section 13(d)
of the Act with respect to all securities acquired by the Purchaser in the
tender offer. 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 8. Interest in Securities of the Subject Company
Item 8 of the Schedule TO is hereby amended and supplemented to include
the following information:
At 6:00 p.m., New York City time, on Thursday April 20, 2000, the Offer
expired. Based on a preliminary count, approximately 3,967,134 Shares were
tendered pursuant to the Offer, of which 36,781 were tendered pursuant to
notices of guaranteed delivery. Such shares constituted approximately 92.9% of
the outstanding shares. On April 20, 2000, effective as of 6:01 p.m., all Shares
validly tendered and not withdrawn prior to the expiration of the Offer were
accepted for payment. A copy of a press release announcing the expiration of the
Offer and the acceptance of validly tendered Shares is attached hereto as
Exhibit (a) (12).
Item 12. Materials to Be Filed as Exhibit.
Item 12 of the Schedule TO is hereby amended and supplemented to
include the following information:
(a)(12) Press Release issued by Thomson on April 21, 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 21, 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 21, 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
EXHIBIT INDEX
Exhibit No.
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(a)(12) Press Release issued by Thomson on April 21, 2000.
News Release The
Thomson
Stock symbol: TOC Corporation
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THE THOMSON CORPORATION
COMPLETES TENDER OFFER FOR
WAVE TECHNOLOGIES INTERNATIONAL, INC.
Toronto, Ontario, April 21, 2000 -- The Thomson Corporation (TSE: TOC) announced
today that WTI Acquisition Corporation ("WTI"), a wholly owned subsidiary of
Thomson, has completed its cash tender offer for all of the outstanding shares
of common stock of Wave Technologies International, Inc. ("Wave"). The tender
offer expired, as scheduled, at 6:00 P.M., Eastern Daylight Time, on Thursday,
April 20, 2000. Based on a preliminary count, 3,967,134 shares of Wave were
tendered (including 36,781 shares subject to guarantee of delivery) and accepted
for payment at a price of US$9.75 per share.
The acceptance of these shares in the tender offer will result in Thomson's
ownership of approximately 92.9% of the outstanding common stock of Wave.
In the proposed second step of the acquisition, Thomson plans to merge WTI with
and into Wave, with Wave as the surviving corporation of the merger. As a
result, each share of Wave common stock not previously purchased in the tender
offer will be converted into the right to receive US$9.75 in cash. Under
applicable law, the proposed merger is not subject to the approval of the
remaining outstanding shareholders of Wave.
Wave will become a part of Thomson Learning (www.thomsonlearning.com), a
division of The Thomson Corporation, which is one of the world's leading
providers of products and services for education and training. 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
Media Contact:
Janey Loyd
Vice President, Corporate Communications
203-969-8700
janey.loyd@thomson.com