-----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, MGHPSJG1nDnpcdOWZGK9k5ofryxAd4IHxjbftI2TXI6dn8TSBfjyHNyH4D/Fpq7s QMz/ZMe5ZiZ75Zhk2GzRNw== 0000898822-96-000099.txt : 19960402 0000898822-96-000099.hdr.sgml : 19960402 ACCESSION NUMBER: 0000898822-96-000099 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960401 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPCO AUTOMOTIVE PRODUCTS CORP CENTRAL INDEX KEY: 0000919549 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 382428856 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43365 FILM NUMBER: 96543294 BUSINESS ADDRESS: STREET 1: 300 S ST LOUIS BLVD STREET 2: STE 202 CITY: SOUTH BEND STATE: IN ZIP: 46617 BUSINESS PHONE: 2192802085 MAIL ADDRESS: STREET 1: PO BOX 208 CITY: SOUTH BEND STATE: IN ZIP: 46624-9998 FORMER COMPANY: FORMER CONFORMED NAME: CLARK AUTOMOTIVE PRODUCTS CORP DATE OF NAME CHANGE: 19940228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EATON CORP CENTRAL INDEX KEY: 0000031277 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 340196300 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: EATON CTR STREET 2: 1111 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114-2584 BUSINESS PHONE: 2165235000 FORMER COMPANY: FORMER CONFORMED NAME: EATON YALE & TOWNE INC DATE OF NAME CHANGE: 19710822 SC 14D1/A 1 SCHEDULE 14D1 AMENDMENT NO.3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) AND SCHEDULE 13D (AMENDMENT NO. 4) --------------------- CAPCO AUTOMOTIVE PRODUCTS CORPORATION --------------------------------------------------------------------- (Name of subject company) EATON CORPORATION EATON ACQUISITION CORPORATION --------------------------------------------------------------------- (Bidders) COMMON STOCK, PAR VALUE $0.01 PER SHARE (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) --------------------------------------------------------------------- (Title of class of securities) 139168 10 8 --------------------------------------------------------------------- (CUSIP number of class of securities) GERALD L. GHERLEIN, ESQ. EATON CORPORATION EATON CENTER 1111 SUPERIOR AVENUE, N.E. CLEVELAND, OHIO 44114 (216) 523-5000 --------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications on behalf of bidder) ---------------- COPY TO: DANIEL A. NEFF, ESQ. WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NY 10019 (212) 403-1000 CALCULATION OF FILING FEE
---------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE** $134,749,375 $26,950 ---------------------------------------------------------------------- /TABLE * Based on the offer to purchase all outstanding shares of Common Stock of the subject company (other than the 805,000 shares of common stock beneficially owned by Eaton Corporation), together with the associated preferred stock purchase rights at a purchase price of $12.50 cash per share, and the number of shares of Common Stock outstanding and issuable under outstanding options as represented by the subject company in the Agreement and Plan of Merger dated as of March 27, 1996 (11,584,950). ** 1/50 of 1% of Transaction Valuation. [X] Check 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: $26,950 Filing Party: Eaton Corporation Form or Registration No.: Schedule 14D-1 Date Filed: March 19 and 29, 1996 /TABLE Eaton Corporation ("Eaton") and Eaton Acquisition Corporation (the "Purchaser") hereby amend and supplement their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") originally filed on March 19, 1996, as heretofore amended, and Eaton hereby amends and supplements its Schedule 13D originally filed on March 18, 1996, as heretofore amended (the "Schedule 13D" and together with the Schedule 14D-1, the "Original Filings"), with respect to the Purchaser's offer to purchase all outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of CAPCO Automotive Products Corporation, a Michigan corporation (the "Company), together with any associated preferred stock purchase rights (the "Right"), at a price of $12.50 per Share (and associated Right), net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 19, 1996 (the "Offer to Purchase"), as amended and supplemented by the Supplement thereto, dated March 29, 1996 (the "Supplement"), and in the related original or revised Letters of Transmittal (which, together with the Offer to Purchase and the Supplement, collectively constitute the "Offer"), as set forth in this combined Amendment No. 3 to the Schedule 14D-1 and Amendment No. 4 to the Schedule 13D. Capitalized terms not defined herein have the meanings assigned thereto in the Original Filings. ITEM 10. ADDITIONAL INFORMATION. The information set forth in paragraph (e) of Item 10 of the Schedule 14D-1 is hereby amended and supplemented as follows: On March 29, 1996, pursuant to the Merger Agreement, Eaton voluntarily dismissed, without prejudice, the complaint filed on March 13, 1996 by Eaton against the Company and its directors in the United States District Court for the Eastern District of Michigan, Southern Division. A copy of the Stipulation of Dismissal Without Prejudice is filed as Exhibit (g)(2) to the Schedule 14D-1 and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (g)(2) Stipulation of Dismissal Without Prejudice in Eaton Corporation v. CAPCO Automotive Products Corporation, Francisco Edmir Bertolaccini, Harold L. Bowman, David A. Brockway, C.E. Cheesbrough, Thomas C. Clark, William N. Harper and Jose Roberto Morato, filed in the United States District Court for the Eastern District of Michigan, Southern Division on March 29, 1996. SIGNATURE 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 1, 1996 EATON CORPORATION By: /s/ Gerald L. Gherlein Name: Gerald L. Gherlein Title: Executive Vice President and General Counsel By: /s/ Earl R. Franklin Name: Earl R. Franklin Title: Secretary EATON ACQUISITION CORPORATION By: /s/ Earl R. Franklin Name: Earl R. Franklin Title: Vice President and Secretary INDEX TO EXHIBITS EXHIBIT NUMBER EXHIBIT (g) (2) Stipulation of Dismissal Without Prejudice in Eaton Corporation v. CAPCO Automotive Products Corporation, Francisco Edmir Bertolaccini, Harold L. Bowman, David A. Brockway, C.E. Cheesbrough, Thomas C. Clark, William N. Harper and Jose Roberto Morato, filed in the United States District Court for the Eastern District of Michigan, Southern Division on March 29, 1996. EX-99 2 EXHIBIT (G) (2) UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION EATON CORPORATION, Hon. Paul V. Gadola Plaintiff, Case No. 96-40104 v. CAPCO AUTOMOTIVE PRODUCTS CORPORATION, FRANCISCO EDMIR BERTOLACCINI, HAROLD L. BOWMAN, DAVID A. BROCKWAY, C.E. CHEESBROUGH, THOMAS C. CLARKE, WILLIAM N. HARPER and JOSE ROBERTO MORATO, Defendants. ------------------------------/ STIPULATION OF DISMISSAL WITHOUT PREJUDICE ------------------------------------------ Plaintiff and Defendants hereby stipulate to the dismissal of this action without prejudice pursuant to Fed. R. Civ. Pro., Rule 41(a)(1), with each party bearing their own costs. CLARK, HILL, P.L.C. HONIGMAN MILLER SCHWARTZ AND COHN Attorneys for Plaintiff Attorneys for Defendants By: /s/ Thomas Lenga By: /s/ Raymond W. Henney J. Thomas Lenga (P16551) Raymond W. Henney (P35860) 1600 First Federal Building Ronald S. Longhofer (P25580) Detroit, Michigan 48226 2290 First National Building (313) 965-8666 Detroit, Michigan 48226 (313) 256-7277 Dated: March 29, 1996 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION EATON CORPORATION, Hon. Paul V. Gadola Plaintiff, Case No. 96-40104 v. CAPCO AUTOMOTIVE PRODUCTS CORPORATION, FRANCISCO EDMIR BERTOLACCINI, HAROLD L. BOWMAN, DAVID A. BROCKWAY, C.E. CHEESBROUGH, THOMAS C. CLARKE, WILLIAM N. HARPER and JOSE ROBERTO MORATO, Defendants. ----------------------------/ PROOF OF SERVICE ---------------- STATE OF MICHIGAN ) ) ss. COUNTY OF WAYNE ) DENISE CAMPBELL, being duly sworn, deposes and says that on this 29th day of March, 1996, she did serve a true copy of a STIPULATION OF DISMISSAL WITHOUT PREJUDICE upon: J. Thomas Lenga Clark, Hill, P.L.C. 1600 First Federal Building Detroit, Michigan 48226 via U.S. mail. Further deponent sayeth not. /s/ Denise Campbell Denise Campbell -----END PRIVACY-ENHANCED MESSAGE-----