0001193125-11-261279.txt : 20110930 0001193125-11-261279.hdr.sgml : 20110930 20110930153308 ACCESSION NUMBER: 0001193125-11-261279 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110930 DATE AS OF CHANGE: 20110930 GROUP MEMBERS: SCHNEIDER ELECTRIC ESPANA, S.A.U. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELVENT GIT S A CENTRAL INDEX KEY: 0001257803 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: U3 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80455 FILM NUMBER: 111116845 BUSINESS ADDRESS: STREET 1: VALGRANDE, 6 28108 ALCOBENDAS CITY: MADRID STATE: U3 ZIP: 00000 BUSINESS PHONE: 216479-8347 MAIL ADDRESS: STREET 1: VALGRANDE, 6 28108 ALCOBENDAS CITY: MADRID STATE: U3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHNEIDER ELECTRIC SA CENTRAL INDEX KEY: 0000923734 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 35, RUE JOSEPH MONIER CITY: RUEIL-MALMAISON STATE: I0 ZIP: 92500 BUSINESS PHONE: 33 (0) 1 41 29 70 00 MAIL ADDRESS: STREET 1: 35, RUE JOSEPH MONIER CITY: RUEIL-MALMAISON STATE: I0 ZIP: 92500 FORMER COMPANY: FORMER CONFORMED NAME: SCHNEIDER ELECTRIC /FI DATE OF NAME CHANGE: 19940524 SC 13D/A 1 d237423dsc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13D Amendment No. 2 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

 

Telvent GIT, S.A.

(Name of Issuer)

 

 

 

Ordinary Shares, €3.00505 nominal value per share

(Title of Class of Securities)

 

E90215109

(CUSIP Number)

 

Schneider Electric SA

35 rue Joseph Monier

925000 Rueil Malmaison - France

Attention: Peter Wexler

Telephone: +33 (0) 1 41 29 70 00

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

Copy to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attention: Paul S. Bird, Esq.

Telephone: (212) 909-6000

 

September 29, 2011

(Date of Event which Requires Filing Statement on Schedule 13D)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

 

 

 


Schedule 13D/A

 

CUSIP No. E90215109  

 

  1   

NAMES OF REPORTING PERSONS

 

Schneider Electric SA

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    WC, AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Republic of France

NUMBER OF

SHARE

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    33,483,146

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    33,483,146

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    33,483,146

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    98.2%1

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    CO

 

1 

The calculation of this percentage is based on 34,094,159 ordinary shares, nominal value €3.00505 per share (the “Shares”), of Telvent GIT, S.A. (the “Issuer”) authorized and issued as of May 31, 2011, as represented by the Issuer in the Transaction Agreement (as defined herein).

 

A-2


Schedule 13D/A

 

CUSIP No. E90215109  

 

  1   

NAMES OF REPORTING PERSONS

 

Schneider Electric España, S.A.U.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    WC, AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Kingdom of Spain

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    33,483,146

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    33,483,146

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    33,483,146

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    98.2%2

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    CO

 

2 

The calculation of this percentage is based on 34,094,159 Shares authorized and issued as of May 31, 2011 as represented by the Issuer in the Transaction Agreement.

 

A-3


This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D (the “Schedule 13D”) filed jointly, pursuant to the joint filing agreement attached to the Schedule 13D as Exhibit 99.1, with the U.S. Securities and Exchange Commission (the “SEC”) on June 10, 2011, as amended and supplemented by Amendment No. 1 filed on September 9, 2011 by Schneider Electric SA, a societe anonyme organized under the laws of the Republic of France (“Schneider Electric”) and Schneider Electric España, S.A.U., a sociedad anónima unipersonal organized under the laws of the Kingdom of Spain and an indirect wholly owned subsidiary of Schneider Electric (“SE España” and, together with Schneider Electric, the “Reporting Persons”), with respect to the ordinary shares, €3.00505 nominal value per share (“Shares”), of Telvent GIT, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain, (the “Issuer” or “Telvent”).

All capitalized terms used in this Amendment No. 2 without definition have the meanings ascribed to them in the Schedule 13D.

 

Item 4. Purpose of Transaction

The response to Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following text at the end thereof:

“The Subsequent Offering Period expired at 5:00 p.m., New York City time, on Wednesday, September 28, 2011, and was not further extended. The Depositary has indicated that, as of the expiration of the Subsequent Offering Period, an aggregate of 1,333,318 Shares were validly tendered in the Subsequent Offering Period, and SE España has accepted for payment, and will promptly purchase, all Shares validly tendered in the Subsequent Offering Period. On Thursday, September 29, 2011, Schneider Electric issued a press release announcing the results and expiration of the Subsequent Offering Period. A copy of the press release is attached hereto as Exhibit 4.6, and the information set forth in the press release is incorporated herein by reference.”

 

Item 5. Interest in Securities of the Issuer

The response to Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“The information set forth in Items 3 and 4 above is hereby incorporated by reference.

(a)-(b) SE España is the direct record owner of and may be deemed to have shared voting and dispositive power with respect to, and each other Reporting Person may be deemed to beneficially own and have shared voting and dispositive power with respect to, 33,483,146 Shares, representing approximately 98.2%3 of the Shares.

 

3

The calculation of this percentage is based on 34,094,159 Shares authorized and issued as of May 31, 2011 as represented by the Issuer in the Transaction Agreement.

 

A-4


As described in Item 4 above, each of Messrs. Emmanuel Babeau, Julio Rodríguez Izquierdo and Enrique Valer Munilla, persons named in Annex A hereto, and each of Messrs. Michel Crochon, Peter Wexler, Robert Immelé and Bernard Mangin, employees of the Reporting Persons, is the beneficial owner of and has the sole power to vote and dispose of 1 Share. Both Reporting Persons disclaim beneficial ownership of such Shares.

Except as described in this Schedule 13D, to the Reporting Persons’ knowledge none of the other persons named in Item 2 of this Statement beneficially owns, within the meaning of Rule 13d-3 under the Exchange Act, any Shares.

(c) The Depositary has indicated that, as of the expiration of the Subsequent Offering Period at 5:00 p.m., New York City time, on Wednesday, September 28, 2011, an aggregate of 1,333,318 Shares were validly tendered in the Subsequent Offering Period. SE España has accepted all Shares validly tendered in the Subsequent Offering Period for payment in accordance with the terms of the Offer.

Except as described in this Amendment No. 2, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the persons named in Annex A hereto has effected any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.

(d) Except as described in this Schedule 13D, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, the Shares beneficially owned by the Reporting Persons.

(e) Not applicable.”

 

Item 7. Material to Be Filed as Exhibits

The response to Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following:

 

“Exhibit 4.6    Press release issued by Schneider Electric SA, dated September 29, 2011 (incorporated in this Schedule 13D by reference to Exhibit (a)(5)(M) to the Amendment No. 19 to the Schedule TO filed by Schneider Electric SA and Schneider Electric España, S.A.U. on September 29, 2011).”


SIGNATURE

After reasonable 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: September 29, 2011

 

SCHNEIDER ELECTRIC SA
By:  

/s/ Peter Wexler

  Name: Peter Wexler
  Title: Senior Vice President & General Counsel

Dated: September 29, 2011

 

SCHNEIDER ELECTRIC ESPAÑA, S.A.U.
By:  

/s/ Elena González Anta

  Name: Elena González Anta
  Title: Chief Legal Counsel