-----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, Us1dbZ3YgdrhwhWNxBd3E5JO4FhdT8ua8Jl+q0vCiLCipMJnLhbi/udPXUjqcs+o Dwu3prqLkVawhPirZMRZGg== 0000898822-96-000125.txt : 19960417 0000898822-96-000125.hdr.sgml : 19960417 ACCESSION NUMBER: 0000898822-96-000125 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960416 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: 96547487 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.5 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. 5) AND SCHEDULE 13D (AMENDMENT NO. 6) --------------------- 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 ---------------------------------------------------------------------- F1 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). F2 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. 5 to the Schedule 14D-1 and Amendment No. 6 to the Schedule 13D. Capitalized terms not defined herein have the meanings assigned to them in the Original Filings. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The information set forth in paragraphs (a) and (b) of Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows: The Offer expired at 12:00 midnight, New York City time, on April 15, 1996. According to a preliminary count by Chemical Mellon Shareholder Services, L.L.C., Depositary for the Offer, there were tendered and not withdrawn 9,831,233 Shares (including 1,610,588 Shares tendered by means of guaranteed delivery) as of the expiration of the Offer, which, together with the 805,000 Shares Eaton currently owns, represent approximately 96 percent of the Shares currently outstanding. The Purchaser accepted for payment all such Shares validly tendered according to the terms of the Offer. Pursuant to the Merger Agreement, the Purchaser intends to merge with and into the Company pursuant to the short-form merger provisions of the Delaware General Corporation Law and the Michigan Business Corporation Act as soon as practicable. Upon consummation of the Merger, each Share (other than Shares held by Eaton, the Purchaser or any wholly owned subsidiary of Eaton or the Purchaser, or 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, shall be cancelled and retired and shall cease to exist with no payment being made with respect thereto) shall be converted into the right to receive in cash $12.50, without interest thereon. A press release issued by Eaton on April 16, 1996, relating to the completion of the Offer is filed as Exhibit (a)(19) to the Schedule 14D-1 and is incorporated herein by reference. 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: The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the Offer was terminated on Monday, April 15, 1996. A press release issued by Eaton on April 15, 1996 relating to the termination of the waiting period is filed as Exhibit (a)(18) to the Schedule 14D-1 and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(18) Eaton Corporation Press Release, dated April 15, 1996. (a)(19) Eaton Corporation Press Release, dated April 16, 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 16, 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) (18) Eaton Corporation Press Release, dated April 15, 1996 (a) (19) Eaton Corporation Press Release, dated April 16, 1996 EX-99 2 EXHIBIT (A) (18) Exhibit (a) (18) NEWS RELEASE EATON CORPORATION Eaton Center Cleveland, OH 44114-2584 216/523-5000 DATE April 15, 1996 CONTACT Renald M. Romain (216) 523-4736 - Media William E. Hartman (216) 523-4501 - Financial Community FOR RELEASE IMMEDIATELY EATON/CAPCO TRANSACTION RECEIVES EARLY TERMINATION OF HART-SCOTT-RODINO ACT CLEVELAND, OH....Eaton Corporation announced today that it has been advised by the federal government that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, applicable to its acquisition of CAPCO Automotive Products Corporation, has been terminated, effective immediately. The offer by Eaton's wholly owned subsidiary, Eaton Acquisition Corporation, to purchase all of the outstanding shares of common stock, and the associated preferred stock purchase rights, of CAPCO is scheduled to expire at midnight tonight. 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 52,000 employees and 150 manufacturing sites in 23 countries around the world. Sales for 1995 were $6.8 billion. EX-99 3 EXHIBIT (A) (19) Exhibit (a) (19) NEWS RELEASE EATON CORPORATION Eaton Center Cleveland, OH 44114-2584 216/523-5000 DATE April 16, 1996 CONTACT Renald M. Romain (216) 523-4736 - Media William E. Hartman (216) 523-4501 - Financial Community FOR RELEASE IMMEDIATELY EATON CORPORATION COMPLETES TENDER OFFER FOR CAPCO AUTOMOTIVE PRODUCTS CORPORATION CLEVELAND, OH....Eaton Corporation today announced that its wholly owned subsidiary, Eaton Acquisition Corporation, completed its $12.50 per share cash tender offer for all of the outstanding shares of common stock, and the associated preferred stock purchase rights, of CAPCO Automotive Products Corporation. According to a preliminary count by the depository for the offer, there were tendered and not withdrawn 9,831,233 shares (including 1,610,588 shares tendered by means of guaranteed delivery) as of the expiration of the tender offer, which, together with the 805,000 shares Eaton currently owns, represent approximately 96 percent of the CAPCO shares currently outstanding. The offer expired at 12:00 midnight, New York City time, on Monday, April 15, 1996. Eaton Acquisition Corporation accepted for payment all such shares validly tendered according to the terms of the tender offer. The tender offer will be followed by a merger of Eaton Acquisition Corporation into CAPCO, in which each CAPCO share not acquired in the tender offer will be converted into the right to receive $12.50 cash. Late yesterday, Eaton announced that it had been advised by the federal government that the waiting period under the Hart-Scott- Rodino Antitrust Improvements Act of 1976, applicable to its acquisition of CAPCO, had been terminated, effective immediately. 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 52,000 employees and 150 manufacturing sites in 23 countries around the world. Sales for 1995 were $6.8 billion. -----END PRIVACY-ENHANCED MESSAGE-----