-----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, Osy9YF3OSZBql2Q4MHOD3IlKWTJI6bnV6zyINl7uf2STUvwozAXKxOeYL0rKoX/4 y+jcIVf7+DMZpqS4fEEQrA== 0000950131-99-003345.txt : 19990524 0000950131-99-003345.hdr.sgml : 19990524 ACCESSION NUMBER: 0000950131-99-003345 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990521 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-15764 FILM NUMBER: 99632061 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: 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 14D9/A 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 SC 14D9/A 1 AMENDMENT NO. 2 TO SCHEDULE 14D-9 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 2 TO SCHEDULE 14D-9 --------------- SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------- WALBRO CORPORATION (Name of Subject Company) WALBRO CORPORATION (Names of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $0.50 PER SHARE (INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS) (Title of Class of Securities) 931154108 (Cusip Number of Class of Securities) DANIEL L. HITTLER CHIEF ADMINISTRATIVE OFFICER 1227 CENTRE ROAD AUBURN HILLS, MICHIGAN 48326 (248) 377-1800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) --------------- WITH A COPY TO: HOWARD S. LANZNAR, ESQ. DAVID J. KAUFMAN, ESQ. KATTEN MUCHIN & ZAVIS 525 WEST MONROE SUITE 1600 CHICAGO, ILLINOIS 60661-3693 (312) 902-5200 ================================================================================ INTRODUCTION Walbro Corporation (the "Company") hereby amends and supplements its Solicitation/Recommendation Statement on Schedule 14D-9, amended on May 18, 1999 (as amended, the "Schedule 14D-9"), with respect to the tender offer made by TI Automotive Systems, Inc., an indirect wholly-owned subsidiary of TI Group, plc ("TI Group"), for all of the outstanding Shares. Capitalized terms not defined herein have the meanings assigned thereto in the Schedule 14D-9. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following text thereto: On May 18, 1999, TI Group issued a press release which is attached hereto as Exhibit 22. The information set forth in the press release is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following text thereto: Exhibit 22 Press Release dated May 18, 1999. 2 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. Walbro Corporation By: /s/ Frank E. Bauchiero -------------------------------------------- Name: Frank E. Bauchiero Title: Chief Executive Officer and President Dated: May 20, 1999 3 EXHIBIT INDEX Except as noted below, the following exhibits have been previously filed in connection with this Schedule 14D-9.
Exhibit No. Description - ----------- ----------- 1 Agreement and Plan of Merger dated as of April 27, 1999 among TI Group plc, TI Automotive Systems, Inc. and Walbro Corporation. 2 First Amendment to the Agreement and Plan of Merger dated as of May 3, 1999 among TI Group plc, TI Automotive Systems, Inc. and Walbro Corporation. 3 Employment Agreement between Walbro Corporation and Daniel L. Hittler, dated August 16, 1996, incorporated by reference to Exhibit 10.23 to the 10-K filed on March 28, 1997. 4 Employment Agreement between Walbro Corporation and Michael Shope, dated August 16, 1996, incorporated by reference to Exhibit 10.25 to the 10-K filed on March 28, 1997. 5 Employment Agreement between Walbro Corporation and R.H. Whitehead III, dated August 16, 1996, incorporated by reference to Exhibit 10.29 to the 10-K filed on March 28, 1997. 6 Employment Agreement between Walbro Corporation and Robert H. Walpole, incorporated by reference to Exhibit 10.27 to the 10-K filed on March 28, 1997. 7 Amended and Restated Employment Agreement between Walbro Corporation and Frank E. Bauchiero, effective April 17, 1998, incorporated by reference to Exhibit 10.22 to the 10-K filed on March 31, 1999. 8 Termination and Change of Control Agreement between Walbro Corporation and Daniel L. Hittler, dated August 16, 1996, incorporated by reference to Exhibit 10.24 to the 10-K filed on March 28, 1997. 9 Amended and Restated Termination and Change of Control Agreement between Walbro Corporation and Frank E. Bauchiero, dated April 17, 1998, incorporated by reference to Exhibit 10.23 to the 10-K filed on March 31, 1999. 10 Termination and Change of Control Agreement between Walbro Corporation and Michael Shope, dated August 16, 1996, incorporated by reference to Exhibit 10.26 to the 10-K filed on March 28, 1997. 11 Termination and Change of Control Agreement between Walbro Corporation and R.H. Whitehead, III, dated August 16, 1996, incorporated by reference to Exhibit 10.30 to the 10-K filed on March 28, 1997.
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12 Termination and Change of Control Agreement between Walbro Corporation and Robert H. Walpole, dated August 16, 1996, incorporated by reference to Exhibit 10.28 to the 10-K filed on March 28, 1997. 13 First Amendment to the Amended and Restated Termination and Change of Control Agreement for Frank E. Bauchiero. 14 Model Amendment to the Termination and Change of Control Agreement (Level I), covering Messrs. Leopold, Shope, Hittler, Whitehead, Walpole and DeJong. 15 Model Amendment to the Termination and Change of Control Agreement (Level II) covering Messrs. Todd and Masterman. 16 Amended and Restated Walbro Corporation Equity Based Long-Term Incentive Plan, effective as of June 20, 1994, incorporated by reference to Exhibit 10.2 to the 10-K filed on March 31, 1999. 17 Walbro Corporation Broad Based Long-Term Incentive Plan filed as Exhibit 10.33 to the Company's Registration Statement on Form S-4, File No. 333-45693. 18 Press Release of Walbro Corporation, issued April 28, 1999. 19 Amendment No. 1 to Rights Agreement, dated as of April 27, 1999, between Walbro Corporation and Harris Trust and Savings Bank. 20 Amendment to the Amended and Restated Walbro Corporation Equity Based Long-Term Incentive Plan, incorporated by reference to the Company's Proxy Statement, filed on March 23, 1999. 21 Press Release dated May 14, 1999. 22 Press Release dated May 18, 1999.*
- -------------------- *Filed herewith. 5 EX-99.22 2 PRESS RELEASE DATED 05/18/1999 Exhibit 22 HEADLINE: TI Group says U.S. antitrust waiting period expired May 15 BODY: LONDON (AFX) - TI Group PLC said the Hart-Scott-Rodino period, required by U.S. antitrust law in relation to its tender offer for Walbro Corp., expired May 15. The offer continues to be subject to certain other conditions, including approval under European antitrust law, and the valid tender of that number of Walbro shares which represents a majority of Walbro's outstanding shares on a fully diluted basis. -----END PRIVACY-ENHANCED MESSAGE-----