-----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, CkJWz7njPfCCV4rNFxt83aYeZUDpxNDrsqNjFDHXXm2NFpeP0R+wVMVYtUfH/IWn vMU5uqM1wcsxZVyOcX4Nbg== 0000912057-00-019459.txt : 20000426 0000912057-00-019459.hdr.sgml : 20000426 ACCESSION NUMBER: 0000912057-00-019459 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000425 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OEA INC /DE/ CENTRAL INDEX KEY: 0000073864 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 362362379 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-12466 FILM NUMBER: 607774 BUSINESS ADDRESS: STREET 1: 34501 E QUINCY AVE CITY: DENVER STATE: CO ZIP: 80250 BUSINESS PHONE: 3036931248 MAIL ADDRESS: STREET 1: P O BOX 100488 CITY: DENVER STATE: CO ZIP: 80250 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AUTOLIV INC CENTRAL INDEX KEY: 0001034670 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 510378542 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 3350 AIRPORT RD CITY: OGDEN STATE: UT ZIP: 84405 BUSINESS PHONE: 8016299800 MAIL ADDRESS: STREET 1: BOX 70381 STREET 2: SE 107 24 STOCKHOLM CITY: SWEDEN SC TO-T/A 1 SC T0-T/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE TO/A (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) OEA, INC. (Name of Subject Company (Issuer)) AUTOLIV, INC. AUTOLIV ASP, INC. OEA MERGER CORPORATION (Names of Filing Persons (Offerors)) COMMON STOCK, $0.10 PAR VALUE PER SHARE (INCLUDING ASSOCIATED RIGHTS) (Title of Class of Securities) 670826106 (CUSIP Number of Class of Securities) ------------------------ JORGEN SVENSSON VICE PRESIDENT--LEGAL AFFAIRS, GENERAL COUNSEL AND SECRETARY WORLD TRADE CENTER KLARABERGSVIADUKTEN 70 S-107 24 STOCKHOLM, SWEDEN 46(8) 587 20 600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of Filing Persons) COPY TO: SCOTT V. SIMPSON SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ONE CANADA SQUARE CANARY WHARF, LONDON E14 5DS 44 (20) 7519 7040 CALCULATION OF FILING FEE
TRANSACTION VALUATION*: AMOUNT OF FILING FEE: $219,493,280 $43,899
* Estimated for purposes of calculating the amount of the filing fee only. This calculation assumes the purchase of all outstanding shares of common stock, par value $0.10 per share of OEA, Inc. (the "Common Stock"), including associated rights to purchase common stock (the "Rights" and together with the Common Stock, the "Shares"), at a price per Share of $10.00 in cash. As of March 23, 2000, there were (i) 20,621,691 Shares outstanding and (ii) 1,327,637 Shares reserved for issuance for outstanding options, warrants and other rights to acquire Shares from the Company. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50(th) of one percent of the value of the transaction. / / Check the 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: Not applicable Filing Party: Not applicable Form or registration no.: Not applicable Date Filed: Not applicable.
/ / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: /X/ third-party tender offer subject to Rule 14d-1. / / issuer tender offer subject to Rule 13e-4. / / going-private transaction subject to Rule 13e-3. / / amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: / / - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 3 to the Tender Offer Statement on Schedule TO filed initially with the Securities and Exchange Commission on March 24, 2000 relates to the third-party tender offer by OEA Merger Corporation, Inc., a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of Autoliv, Inc., a Delaware corporation ("Parent"), to purchase all of the issued and outstanding shares of common stock, par value $0.10 per share (the "Common Stock"), of OEA, Inc., a Delaware corporation (the "Company"), and the associated rights to purchase Common Stock (the "Rights" and, together with the Common Stock, the "Shares"), at a purchase price of $10.00 per Share, 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 24, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal (the "Letter of Transmittal") (which, together with the Offer to Purchase, as amended or supplemented from time to time, constitute the "Offer"). ITEM 11. ADDITIONAL INFORMATION. Item 11 is hereby amended and supplemented as follows: "The Offer has been extended by the Purchaser for five business days, until 12:00 midnight, New York City time, on Monday, May 1, 2000." ITEM 12. EXHIBITS. Item 12 is amended to add the following exhibit: (a)(1)(J) Press Release dated April 25, 2000. 2 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. AUTOLIV, INC. By: /s/ JORGEN SVENSSON ----------------------------------------- Name: Jorgen Svensson Title: VICE PRESIDENT--LEGAL AFFAIRS, GENERAL COUNSEL AND SECRETARY
OEA MERGER CORPORATION By: /s/ JORGEN SVENSSON ----------------------------------------- Name: Jorgen Svensson Title: VICE PRESIDENT AND TREASURER
AUTOLIV ASP, INC. By: /s/ JORGEN SVENSSON ----------------------------------------- Name: Jorgen Svensson Title: DIRECTOR
Date: April 25, 2000 3 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(1)(J) Press Release dated April 25, 2000.
EX-99.1 2 EXHIBIT 99.1 P R E S S R E L E A S E AUTOLIV SUBSIDIARY ANNOUNCES EXTENSION OF TENDER OFFER FOR SHARES OF OEA, INC. (STOCKHOLM, APRIL 25, 2000) - AUTOLIV, INC. (NYSE: ALV AND SSE: ALIV) - THE WORLDWIDE LEADER IN AUTOMOTIVE SAFETY SYSTEMS - ANNOUNCED TODAY THAT ITS INDIRECT WHOLLY OWNED SUBSIDIARY, OEA MERGER CORPORATION, IS EXTENDING ITS OFFER TO PURCHASE ALL OUTSTANDING SHARES OF COMMON STOCK OF OEA, INC. FOR $10.00 PER SHARE, NET TO THE SELLER IN CASH, UNTIL MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, MAY 1, 2000. THE OFFER HAD PREVIOUSLY BEEN SCHEDULED TO EXPIRE ON APRIL 24, 2000. THE TERMS OF THE EXTENDED OFFER OTHERWISE ARE IDENTICAL TO THE ORIGINAL OFFER AS SET FORTH IN OFFERING MATERIALS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 2000. BASED ON INFORMATION PROVIDED BY FIRST CHICAGO TRUST COMPANY OF NEW YORK, AS DEPOSITARY, APPROXIMATELY 17,863,616 MILLION SHARES OF OEA, INC. HAVE BEEN VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN (INCLUDING 158,521 SHARES SUBJECT TO GUARANTEES OF DELIVERY), REPRESENTING APPROXIMATELY 81% OF ALL OUTSTANDING SHARES. UNDER THE TERMS OF THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 12, 2000 BETWEEN AUTOLIV, INC., OEA MERGER CORPORATION AND OEA, INC., OEA MERGER CORPORATION MAY EXTEND THE OFFER FOR FIVE BUSINESS DAYS IF THE NUMBER OF SHARES VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN IS LESS THAN 90% OF ALL OUTSTANDING SHARES. OEA MERGER CORPORATION IS EXTENDING THE OFFER IN ORDER TO OBTAIN 90% OF ALL OUTSTANDING SHARES. AUTOLIV, INC. DEVELOPS AND MANUFACTURES AUTOMOTIVE SAFETY SYSTEMS FOR ALL MAJOR AUTOMOTIVE MANUFACTURERS IN THE WORLD. THE COMPANY HAS MORE THAN 60 WHOLLY OWNED SUBSIDIARIES AND JOINT VENTURES WITH CLOSE TO 23,000 EMPLOYEES IN 29 VEHICLE-PRODUCING COUNTRIES. IN ADDITION, THE COMPANY HAS EIGHT TECHNICAL CENTERS AROUND THE WORLD, INCLUDING 19 TEST TRACKS, MORE THAN ANY OTHER AUTOMOTIVE SAFETY SUPPLIER. SALES IN 1999 AMOUNTED TO US $3.8 BILLION AND NET INCOME US $200 MILLION. THE COMPANY'S SHARES ARE LISTED ON THE NEW YORK STOCK EXCHANGE (NYSE: ALV), ITS SWEDISH DEPOSITARY RECEIPTS ON THE STOCKHOLM STOCK EXCHANGE (SSE: ALIV) AND ITS STOCK OPTIONS ON THE CHICAGO BOARD OPTIONS EXCHANGE (CBOE: ALV.) Inquires: Lars Westerberg, President & CEO, Autoliv Inc., Tel +46 (8) 58 72 06 20 Tom Hartman, President Autoliv Inflators, Tel. +1 (801) 625-9564 Mats Odman, Dir. Corp. Comm., Tel +46 (8) 587 20 623 or +46 (708) 32 09 33 Barry Murphy, Director Investor Relations, Tel. +1 (248) 475-0409
Autoliv Inc.< Autoliv North America, Inc. Klarabergsviadukten 70, Sec. E 1320 Pacific Drive P. O. Box 703 81, SE-107 24 Stockholm, Sweden Auburn Hills, MI 48326-1569, USA Tel +46 (8) 58 72 06 00, Fax +46 (8) 411 70 25 Tel +1 (248) 475-0409, Fax +1 (248) 475-9831 e-mail: mats.odman@autoliv.com e-mail: barry.murphy@autolivasp.com
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