-----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, KaDnkr4hdAq0fSJ7fsZ5U5iO4O/75L/nabHS7I48uIbDMnEQ/2uVb2ZihuAS92ZT smMfAzPCAIjBu9aopxRPQw== 0000898822-96-000138.txt : 19960419 0000898822-96-000138.hdr.sgml : 19960419 ACCESSION NUMBER: 0000898822-96-000138 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960418 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: 96548457 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 FINAL AMENDMENT 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 (FINAL AMENDMENT) AND SCHEDULE 13D (FINAL AMENDMENT) _______________ 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 _______________________________________________________________ CUSIP No. 139168 10 8 14D-1 _______________________________________________________________ _______________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Eaton Corporation 34-0196300 _______________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] _______________________________________________________________ 3 SEC USE ONLY _______________________________________________________________ 4 SOURCES OF FUNDS OO _______________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) _______________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio _______________________________________________________________ 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100% (as a result of the consummation of the Offer and the Merger). See Items 5 and 6. _______________________________________________________________ 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) [ ] EXCLUDES CERTAIN SHARES _______________________________________________________________ 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 100% _______________________________________________________________ 10 TYPE OF REPORTING PERSON CO _______________________________________________________________ _______________________________________________________________ CUSIP NO. 139168 10 8 14D-1 _______________________________________________________________ _______________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Eaton Acquisition Corporation 34-1826553 _______________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] _______________________________________________________________ 3 SEC USE ONLY _______________________________________________________________ 4 SOURCES OF FUNDS AF _______________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) _______________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _______________________________________________________________ 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100% (as a result of the consummation of the Offer and the Merger). See Items 5 and 6. _______________________________________________________________ 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) [ ] EXCLUDES CERTAIN SHARES _______________________________________________________________ 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 100% _______________________________________________________________ 10 TYPE OF REPORTING PERSON CO _______________________________________________________________ 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 Final Amendment to the Schedule 14D-1 and to the Schedule 13D (the "Final Amendment"). Capitalized terms not defined herein have the meanings assigned thereto in the Original Filings. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. The information set forth in Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows: On April 18, 1996, Eaton announced that it had completed its Merger of the Purchaser with and into the Company. The Merger became effective on Wednesday, April 17, 1996. Because the Purchaser owned at least 90% of the outstanding Shares following consummation of the Offer, the Merger was effected without a meeting of shareholders of the Company. As a result of the Merger, the Company became a wholly owned subsidiary of Eaton and each outstanding Share (other than Shares held by Eaton, the Purchaser, any wholly owned subsidiary of Eaton or the Purchaser, in the treasury of the Company or by any wholly owned subsidiary of the Company, which Shares, by virtue of the Merger and without any action on the part of the holder thereof, were cancelled and retired and ceased to exist with no payment being made with respect thereto) was converted into the right to receive in cash $12.50, payable to the holder thereof, without interest thereon, upon surrender of the certificate formerly representing such Shares. The press release issued by Eaton on April 18, 1996 relating to the completion of the merger is filed as Exhibit (a)(20) to the Schedule 14D-1 and is incorporated herein by reference. On April 16, 1996, the New York Stock Exchange (the "NYSE") applied on Form 25 to delist the Shares from the NYSE and Registration the Shares with the Securities and Exchange Commission (the "Commission") as soon as practicable. On April 18, 1996, the Company filed a Certification and Notice of Termination of Registration of the Shares on Form 15 with the Commission. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The information set forth in Items 6(a) and (b) of the Schedule 14D-1 is hereby amended and supplemented as follows: The information provided in this Final Amendment under Item 5 is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(20) Eaton Press Release, dated April 18, 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 18, 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 ________ _____________________________________________ (a) (20) Eaton Press Release, dated April 18, 1996. EX-99 2 EXHIBIT (A) (20) NEWS RELEASE EATON CORPORATION Eaton Center Cleveland, OH 44114-2584 216/523-5000 DATE April 18, 1996 [Logo of Eaton Corporation] CONTACT Renald M. Romain (216) 523-4736 - Media William C. Hartman (216) 523-4501 - Financial Community FOR RELEASE IMMEDIATELY EATON CORPORATION COMPLETES MERGER FOR CAPCO AUTOMOTIVE PRODUCTS CLEVELAND, OH....Eaton Corporation today announced that it has completed the merger of its wholly owned subsidiary, Eaton Acquisition Corporation, with CAPCO Automotive Products Corporation. The merger follows the completion on Monday, April 15, 1996, of the tender offer for all of CAPCO's outstanding shares of common stock and associated preferred stock purchase rights. In the merger, shares of common stock of CAPCO that were not tendered in the offer were automatically converted into the right to receive $12.50 per share in cash. As a result of the merger, CAPCO is now a wholly owned subsidiary of Eaton. Eaton's tender offer and the merger were consummated pursuant to a merger agreement between Eaton, Eaton Acquisition Corporation and CAPCO. Eaton Corporation is a global manufacturer of highly engineered products which serve vehicle, industrial, construction, commercial and aerospace markets. Principal products include truck transmissions and axles, engine components, hydraulic products, electrical power distribution and control equipment, ion implanters and a wide variety of controls. Headquartered in Cleveland, the company has 54,000 employees and 150 manufacturing sites in 23 countries around the world. Sales for 1995 were $6.8 billion. -----END PRIVACY-ENHANCED MESSAGE-----