-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LAcUTTyRsWmqkFOllDj8SNQP17uuhnJBb3NAot1TBJwPFopm+qTMBJu+wZRErt0v X7vNz9faFYI5O8IRXB3EYg== 0000891836-99-000363.txt : 19990519 0000891836-99-000363.hdr.sgml : 19990519 ACCESSION NUMBER: 0000891836-99-000363 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990518 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WALBRO CORP CENTRAL INDEX KEY: 0000104174 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 381358966 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-15764 FILM NUMBER: 99629857 BUSINESS ADDRESS: STREET 1: 6242 GARFIELD ST CITY: CASS CITY STATE: MI ZIP: 48726 BUSINESS PHONE: 5178722131 MAIL ADDRESS: STREET 1: 6242 GARFIELD STREET CITY: CASS CITY STATE: MI ZIP: 48726 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TI GROUP PLC CENTRAL INDEX KEY: 0000908726 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 50 CURZON STREET CITY: LONDON W1Y 7PN STATE: X0 ZIP: 00000 BUSINESS PHONE: 4414999131 MAIL ADDRESS: STREET 1: TI GROUP PLC STREET 2: 50 CURZON ST CITY: LONDON ZIP: 00000 SC 14D1/A 1 AMENDMENT NO. 1 TO TENDER OFFER STATEMENT ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1/A TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) WALBRO CORPORATION (NAME OF SUBJECT COMPANY) TI AUTOMOTIVE SYSTEMS, INC. TI GROUP PLC (BIDDERS) COMMON STOCK, PAR VALUE $.50 PER SHARE (INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK) (TITLE OF CLASS OF SECURITIES) 931154108 (CUSIP NUMBER OF CLASS OF SECURITIES) DAVID LILLYCROP DIRECTOR AND GENERAL COUNSEL TI GROUP PLC 50 CURZON STREET LONDON W1Y 7PN 011-44-171-560-5700 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) COPIES TO: JOHN EVANGELAKOS, ESQ. SULLIVAN & CROMWELL 125 BROAD STREET NEW YORK, NEW YORK 10004 (212) 558-4000 ================================================================================ This Amendment No. 1 is filed to supplement and amend the information set forth in the Tender Offer Statement on Schedule 14D-1 filed by TI Group plc ("Parent") and TI Automotive Systems, Inc. (the "Purchaser") on May 4, 1999 (the "Schedule 14D-1"), with respect to shares of Common Stock, par value $.50 per share ("Shares"), of Walbro Corporation (the "Company"). Unless otherwise indicated, the capitalized terms used herein shall have the meanings specified in the Schedule 14D-1 including the Offer to Purchase filed as Exhibit (a)(1) thereto. ITEM 2. Identity and Background. Item 2 of the Schedule 14D-1 is hereby amended as follows: Section 2 of Schedule A to the Offer to Purchase is amended to read in its entirety as follows: 2. Directors and Executive Officers of Purchaser. The following table sets forth the name, business address, citizenship, present principal occupation or employment and material occupations, positions, offices or employments for the past five years of each director and officer of Purchaser. Unless otherwise indicated, each such person is a citizen of the United Kingdom and the business address of each person is 50 Curzon Street, London W1Y 7PN, England. NAME; BUSINESS OR RESIDENCE PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS - --------------------------- -------------------------------------------------- William J. Laule Director and President of TI Automotive Systems, Citizen of U.S.A. Inc. Member of the Board of Directors of TI Group plc since 1995; Chief Executive of TI Group plc since January 1998; previously held Chief Executive position at Bundy International from 1994 to 1998; President of Bundy North America from 1993 to 1994; Member, Chairman's Committee; Director of National Association of Manufacturing Ltd. T. Allan Welsh Director of TI Automotive Systems, Inc.; Member of the Board of Directors of TI Group and Chief Executive, Bundy, since 1999; Formerly a Director of T&N plc and former Chief Executive Officer of T&N Piston Products Group and T&N Bearings Group. NAME; BUSINESS OR RESIDENCE PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS - --------------------------- -------------------------------------------------- Guy Norris Vice President of TI Automotive Systems, Inc. since 1999; Deputy Group Secretary of TI Group plc since 1998; Consultant of Foster, Baxter & Cookse from 1997 to 1998; Group Secretary of Lucas Varity plc from 1996 to 1997; Secretary, Group Lawyer of Lucas Industries plc from 1994 to 1996. Nicholas Moore Treasurer of TI Automotive Systems, Inc. since April 1999; Group Treasurer of TI Group plc since 1990. Ralph Kessler Secretary of TI Automotive Systems, Inc. since Citizen of U.S.A. April 1999; Director of TI Automotive Systems, 375 Park Avenue Inc. since May 1999; Senior Vice President of New York, NY Legal Affairs of TI Group Inc. since January 1998; 10152 Vice President of Legal Affairs of TI Group Inc. from June 1988 to December 1997; Secretary of TI Group Inc. since June 1988. James H. Katzkoff Director of TI Automotive Systems, Inc. since May 1999; President and Managing Director, TI Thermal Technology Group from April 1990 to April 1992; Marketing Director, John Crane International from May 1992 to June 1993; Executive Vice President, TI Group Inc. since June 1993. ITEM 3. Past Contacts, Transactions or Negotiations with the Subject Company. Item 3 of the Schedule 14D-1 is hereby amended as follows: The information set forth in Section 10 in the Offer to Purchase is amended to include, at the end of Section 10 on page 21, the following paragraph: On May 14, 1999, Parent issued the following press release: HEADLINE: TI Group Reaffirms $20 Per Share Offer for Walbro DATELINE: LONDON BODY: May 14, 1999 - - TI Group noted today's announcement by Walbro Corporation which revised its first quarter earnings. TI Group's offer for Walbro Corporation was based on the -2- overall benefits this acquisition brings to TI Group's existing automotive business. Therefore, TI Group reaffirms its $20/share all cash offer for Walbro Corporation. CONTACT: Warburg Dillon Read LLC Sunjit S. Chawla, 212/821-2875 or Innisfree M&A Incorporated Alan M. Miller, 212/750-5831 ITEM 11. Material to be filed as Exhibits. Item 11 is hereby amended and supplemented by adding the following exhibit: (a)(9) Press release, dated May 14, 1999. -3- SIGNATURES 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: May 18, 1999 TI GROUP PLC By: /s/ David Lillycrop -------------------------- Name: David Lillycrop Title: Director TI AUTOMOTIVE SYSTEMS, INC. By: /s/ William J. Laule -------------------------- Name: William J. Laule Title: President -4- EXHIBIT INDEX EXHIBIT PAGE NUMBER EXHIBIT NAME NUMBER - ------- ------------ ------ (a)(9) Press Release, dated May 14, 1999 -5- EX-99 2 PRESS RELEASE, DATED MAY 14, 1999 Exhibit (a)(9) HEADLINE: TI Group Reaffirms $20 Per Share Offer for Walbro DATELINE: LONDON BODY: May 14, 1999 - - TI Group noted today's announcement by Walbro Corporation which revised its first quarter earnings. TI Group's offer for Walbro Corporation was based on the overall benefits this acquisition brings to TI Group's existing automotive business. Therefore, TI Group reaffirms its $20/share all cash offer for Walbro Corporation. CONTACT: Warburg Dillon Read LLC Sunjit S. Chawla, 212/821-2875 or Innisfree M&A Incorporated Alan M. Miller, 212/750-5831 -6- -----END PRIVACY-ENHANCED MESSAGE-----