-----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, FMlsAUwS9rmQY2ttQsZSO9K2+EovfK0c9OaajNarcLSXuIMafvfJsvsONtbNKuAf V2Xqak52/v6627q0LTSiWQ== 0000912057-00-021068.txt : 20000503 0000912057-00-021068.hdr.sgml : 20000503 ACCESSION NUMBER: 0000912057-00-021068 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000502 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: 617129 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. 4 -- FINAL AMENDMENT) 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. /X/ 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: $43,899 Filing Party: Autoliv, Inc., OEA Merger Corporation Form or registration no.: Schedule TO Date Filed: March 24, 2000
/ / 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: /X/ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 4, constituting the final amendment, 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"). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase and the Schedule TO. ITEM 8. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY. At 12:00 midnight, New York City time on Monday, May 1, 2000 the Offer expired. Based on preliminary information provided by the Depositary, approximately 19,507,906 Shares were validly tendered and not withdrawn pursuant to the Offer (including 95,632 Shares subject to guarantees of delivery), which together represent approximately 95% of the outstanding Shares. The Purchaser has accepted for payment all such Shares at the purchase price of $10.00 per Share, net to the seller in cash. ITEM 12. EXHIBITS. Item 12 is amended to add the following exhibit: (a)(1)(L) Press Release dated May 2, 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: May 2, 2000 3 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(1)(A) Offer to Purchase dated March 24, 2000. (a)(1)(B) Letter of Transmittal. (a)(1)(C) Notice of Guaranteed Delivery. (a)(1)(D) Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees (a)(1)(E) Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(1)(G) Summary Advertisement as published on March 24, 2000 (a)(1)(H) Press Release dated March 13, 2000. (a)(1)(J) Press Release dated April 6, 2000. (a)(1)(K) Press Release dated April 26, 2000. (a)(1)(L) Press Release dated May 2, 2000. (b) Credit Agreement dated March 22, 2000 among Autoliv ASP, Inc. as Borrower, Autoliv, Inc. as Guarantor, Skandinaviska Enskilda Banken AB (publ) as Lender and SEB Debt Capital Markets as Arranger. (d) Amended and Restated Agreement and Plan of Merger, dated as of March 12, 2000, by and among Autoliv, Inc., OEA Merger Corporation and OEA, Inc.
EX-99.1 2 EXHIBIT 99.A.1.L P R E S S R E L E A S E AUTOLIV COMPLETES TENDER OFFER FOR SHARES OF OEA (STOCKHOLM, MAY 2, 2000) - AUTOLIV, INC. (NYSE: ALV AND SSE: ALIV) - THE WORLDWIDE LEADER IN AUTOMOTIVE SAFETY SYSTEMS - ANNOUNCED TODAY A SUCCESSFUL COMPLETION OF THE TENDER OFFER BY OEA MERGER CORPORATION, AN INDIRECT WHOLLY OWNED SUBSIDIARY OF AUTOLIV, INC. FOR ALL OUTSTANDING SHARES OF COMMON STOCK OF OEA, INC. FOR $10.00 PER SHARE, NET TO THE SELLER IN CASH. THE TENDER OFFER EXPIRED, AT MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, MAY 1, 2000; OEA MERGER CORPORATION HAS ACCEPTED FOR PURCHASE ALL SHARES VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER. BASED ON INFORMATION PROVIDED BY FIRST CHICAGO TRUST COMPANY OF NEW YORK, AS DEPOSITARY, APPROXIMATELY 19,507,906 SHARES OF OEA, INC. HAVE BEEN ACQUIRED BY OEA MERGER CORPORATION (INCLUDING 95,632 SHARES SUBJECT TO GUARANTEES OF DELIVERY), REPRESENTING APPROXIMATELY 95% OF ALL OUTSTANDING SHARES. PAYMENT FOR SHARES PROPERLY TENDERED AND ACCEPTED WILL BE MADE AS PROMPTLY AS PRACTICABLE AND, IN THE CASE OF SHARES TENDERED BY GUARANTEED DELIVERY PROCEDURES, PROMPTLY AFTER TIMELY DELIVERY OF SHARES AND REQUIRED DOCUMENTATION. AS PREVIOUSLY ANNOUNCED, AUTOLIV, INC. WILL ACQUIRE THE REMAINING OEA, INC. SHARES IN A MERGER IN WHICH EACH SHARE OF OEA, INC. COMMON STOCK WILL BE CONVERTED INTO THE RIGHT TO RECEIVE $10.00 IN CASH, SUBJECT TO APPRAISAL RIGHTS, AND FOLLOWING WHICH OEA, INC. WILL BECOME AN INDIRECT WHOLLY OWNED SUBSIDIARY OF AUTOLIV, INC. AUTOLIV, INC. AND OEA, INC. EXPECT TO CONSUMMATE THE MERGER AS SOON AS PRACTICABLE. Inquires: 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 Website: www.autoliv.com
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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