-----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, H08HD0QhJmlSHI+BmJe8GcTzS7bxK8f61fwk/h62owe8jiJtgRfWKBQl57oQcRD6 Cvun3iLWEUy9prmL+/noPw== 0000950124-99-000284.txt : 19990118 0000950124-99-000284.hdr.sgml : 19990118 ACCESSION NUMBER: 0000950124-99-000284 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990115 GROUP MEMBERS: ILLINOIS TOOL WORKS INC GROUP MEMBERS: ILLINOIS TOOL WORKS INC. GROUP MEMBERS: ITW ACQUISITION INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIDENT INTERNATIONAL INC CENTRAL INDEX KEY: 0001005128 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 066403301 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-48633 FILM NUMBER: 99507380 BUSINESS ADDRESS: STREET 1: 1114 FEDERAL ROAD CITY: BROOKFIELD STATE: CT ZIP: 06804 BUSINESS PHONE: 2037409333 FORMER COMPANY: FORMER CONFORMED NAME: TRIDENT INC DATE OF NAME CHANGE: 19951220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ILLINOIS TOOL WORKS INC CENTRAL INDEX KEY: 0000049826 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 361258310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 3600 W LAKE AVE CITY: GLENVIEW STATE: IL ZIP: 60025-5811 BUSINESS PHONE: 8477247500 MAIL ADDRESS: STREET 1: 3600 WEST LAKE AVENUE CITY: GLENVIEW STATE: IL ZIP: 60025-5811 SC 14D1/A 1 FORM SC 14D1/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------- TRIDENT INTERNATIONAL, INC. (Name of Subject Company) ITW ACQUISITION INC. ILLINOIS TOOL WORKS INC. (Bidders) ------------- Common Stock, $.01 Par Value Per Share Common Stock 895934107 (Title of Class of Securities) (CUSIP Number of Class of Securities) ------- Stewart S. Hudnut, Esq. Senior Vice President, General Counsel and Secretary Illinois Tool Works Inc. 3600 W. Lake Avenue Glenview, IL 60025-5811 (708) 657-4074 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) Copy to: Charles J. McCarthy, Ltd. Jenner & Block One IBM Plaza Chicago, IL 60611 2 This Amendment No. 1 to Schedule 14D-1 amends the Schedule 14D-1 relating to the tender offer by ITW Acquisition Inc., a Delaware corporation and wholly owned subsidiary of Illinois Tool Works Inc., for all the outstanding shares of common stock, par value $.01 per share (the "Shares") of Trident International, Inc., a Delaware corporation, at $16.50 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 13, 1999 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with the Offer to Purchase, constitute the "Offer"). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned thereto in the Offer to Purchase. ITEM 10. ADDITIONAL INFORMATION (e) On January 15, 1999, Parent issued a press release announcing that on January 13, 1999 Parent had filed under the HSR Act its Notification and Report Form with respect to the proposed acquisition of the Company and that, accordingly, the waiting period under the HSR Act should expire on January 28, 1999, unless the time period is extended, or early termination is granted, under the HSR Act. The Offer to Purchase is amended in the second paragraph of Section 16 "Legal Matters Antitrust" on page 31 by changing the reference to "January 27, 1999" to read "January 28, 1999." ITEM 11. MATERIALS TO BE FILED AS EXHIBITS (a)(9) Press Release issued by Parent on January 15, 1999.* * Filed with Amendment No. 1. 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. ITW Acquisition Inc. By: /s/ Stewart S. Hudnut -------------------------------- Name: Stewart S. Hudnut ------------------------------ Title: Vice President and Secretary ----------------------------- Illinois Tool Works Inc. By: /s/ Stewart S. Hudnut -------------------------------- Name: Stewart S. Hudnut ------------------------------ Title: Senior Vice President, General Counsel and Secretary ----------------------------- Date: January 15, 1999 -2- 3 EXHIBIT INDEX EXHIBIT DESCRIPTION ------- ----------- (a)(1) Offer to Purchase dated January 13, 1999. (a)(2) Letter of Transmittal. (a)(3) Notice of Guaranteed Delivery. (a)(4) Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7) Summary Advertisement as published on January 13, 1999. (a)(8) Press Release issued by Parent on January 13, 1999. (a)(9) Press Release issued by Parent on January 15, 1999.* (b)(1) Second Amended and Restated Credit Agreement among Illinois Tool Works Inc., The First National Bank of Chicago, as Agent, and other financial institutions who are signatories to the Credit Agreement dated as of September 30, 1998. (b)(2) Line of credit letter agreement dated November 1, 1998 between The First National Bank of Chicago and Illinois Tool Works Inc., and letter amendment dated December 28, 1998. (c) Agreement and Plan of Merger, dated as of January 6, 1999, by and among Trident International, Inc., Illinois Tool Works Inc. and ITW Acquisition Inc. (Schedules to the agreement have been omitted from this filing and will be furnished to the Securities and Exchange Commission upon request.) * Filed with Amendment No. 1. All other exhibits previously filed. -3- EX-99.(A)(9) 2 PRESS RELEASE ISSUED BY PARENT ON JAN 15, 1999 1 Exhibit (a)(9) PRESS RELEASE ILLINOIS TOOL WORKS FILES HSR REPORT ON TRIDENT ACQUISITION Glenview, IL - January 15, 1999. Illinois Tool Works Inc. (NYSE: ITW) announced that on January 13, 1999 it filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 its Notification and Report Form with respect to the proposed acquisition of Trident International, Inc. (NASDAQ: TRDT). Accordingly, the waiting period under the HSR Act should expire on January 28, 1999, unless the time period is extended, or early termination is granted, under the HSR Act. Trident designs, manufactures and markets proprietary impulse ink jet technology to industrial original equipment manufacturers worldwide. Trident's product line includes patented impulse ink jet printheads, ink delivery systems, a range of inks and electronic interface circuits. ITW is a multinational manufacturer of highly engineered components and industrial systems. The company has approximately 365 operations in 34 countries and 25,700 employees. -----END PRIVACY-ENHANCED MESSAGE-----