-----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, MIUdD3Lqo83zmU22PKztvfTOk2YGDF3MlnbKmIHThOcwf1+l1n3dmByYZ9AOwrkG dhiCPG8UW0bo72uQFRuOVg== 0000891836-99-000426.txt : 19990615 0000891836-99-000426.hdr.sgml : 19990615 ACCESSION NUMBER: 0000891836-99-000426 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990611 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: 99644685 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. 4 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. 4) 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. 4 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 as amended by Amendment No. 1 to such Schedule filed with the SEC on May 18, 1999, Amendment No. 2 to such schedule filed with the SEC on May 20, 1999 and Amendment No. 3 to such schedule filed with the SEC on May 24, 1999 (as so amended, 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 10. Additional Information. Item 10 of the Schedule 14D-1 is hereby amended as follows: The information set forth in Section 16 in the Offer to Purchase is amended to include the following: On June 10, 1999, Parent issued a press release which is attached hereto as Exhibit (a)(12). The information set forth in the press release is incorporated herein by reference. ITEM 11. Material to be filed as Exhibits. Item 11 is hereby amended and supplemented by addition of the following Exhibit: (a)(12) Press Release, dated June 10, 1999. 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: June 11, 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 -2- EXHIBIT INDEX EXHIBIT PAGE NUMBER EXHIBIT NAME NUMBER (a)(12) Press Release, dated June 10, 1999 -3- EX-99.A.12 2 PRESS RELEASE DATED JUNE 10, 1999 Exhibit (a)(12) FOR IMMEDIATE RELEASE THURSDAY, JUNE 10, 1999 TI GROUP EXTENDS TENDER OFFER FOR COMMON STOCK OF WALBRO CORPORATION UNTIL 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JUNE 15, 1999 TI Group plc today announced that TI Automotive Systems, Inc., its wholly owned subsidiary, has extended its tender offer to acquire at $20 net per share in cash all of the outstanding shares of common stock of Walbro Corporation (NASDAQ: WALB). The tender offer had previously been scheduled to expire at 12:00 midnight New York City time on Thursday, June 10, 1999. As previously reported, the initial investigation period with respect to TI Group plc's notification to the European Commission for the proposed acquisition of Walbro Corporation is set to expire at midnight, Brussels time, on June 15, 1999, unless earlier terminated by the European Commission. Accordingly, the tender offer is now scheduled to expire at 12:00 midnight New York City time on Tuesday, June 15, 1999, unless the offer is further extended. As of 5:00 p.m., New York City time on June 10, 1999, approximately 7,934,808 shares of Walbro common stock representing approximately 91.3% of the total outstanding shares had been validly tendered and not withdrawn pursuant to the tender offer. Walburg Dillon Read LLC (212-821-2875) is acting as the Dealer Manager and Innisfree M&A Incorporated (212-750-5833 or 888-750-5834) as the Information Agent for the tender offer. -ENDS- For further information please contact: RALPH KESSLER Senior Vice President TI Group Inc. Tel: 212 319 3101 -4- -----END PRIVACY-ENHANCED MESSAGE-----