-----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, Vo2XUFpD4TcpJSm6tbbtcUmtpYSQNDuwZqG3asULH6yEkI5WCF1F9UByIJWQIT/b UFH+LvNmHgPHdqbwmCWRvw== 0000898822-96-000108.txt : 19960408 0000898822-96-000108.hdr.sgml : 19960408 ACCESSION NUMBER: 0000898822-96-000108 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960405 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: 96544812 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 14D-1 AMENDMENT NO. 4 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. 4) and SCHEDULE 13D (Amendment No. 5) _______________ 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 * 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 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. 4 to the Schedule 14D-1 and Amendment No. 5 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 (c) of Item 10 of the Schedule 14D-1 is hereby amended and supplemented as follows: Representatives of Eaton have had discussions with staff members of the Antitrust Division of the Department of Justice in connection with Eaton's filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). In this connection, Eaton refiled today its Premerger Notification and Report Form under the HSR Act. As a result, the waiting period required by the HSR Act is scheduled to expire at 11:59 p.m. on April 20, 1996, unless terminated earlier. 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 5, 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 -----END PRIVACY-ENHANCED MESSAGE-----