-----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, ELQJrLruw4RoMHCar+3oYDiLcl+WaIM8NMNix7sgK/vMRr0YZFx01ou97/IVTKXL hh8DSkzQVGJQpxUCwrcqfw== 0000932384-00-000080.txt : 20000403 0000932384-00-000080.hdr.sgml : 20000403 ACCESSION NUMBER: 0000932384-00-000080 CONFORMED SUBMISSION TYPE: SC14D9C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000315 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OEA INC /DE/ CENTRAL INDEX KEY: 0000073864 STANDARD INDUSTRIAL CLASSIFICATION: 3714 IRS NUMBER: 362362379 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC14D9C SEC ACT: SEC FILE NUMBER: 005-12466 FILM NUMBER: 570743 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: OEA INC /DE/ CENTRAL INDEX KEY: 0000073864 STANDARD INDUSTRIAL CLASSIFICATION: 3714 IRS NUMBER: 362362379 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC14D9C 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 SC 14D9 1 SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 14D-9 SOLICITATION / RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES ACT OF 1934 ------------ OEA, INC. (Name of Subject Company) OEA, INC. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 670826106 (CUSIP Number of Class of Securities) DR. CHARLES B. KAFADAR OEA, INC. P.O. BOX 100488 DENVER, COLORADO 80250 (303) 693-1248 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person Filing Statement) With a Copy to: RONALD R. LEVINE, II, ESQ. DAVIS, GRAHAM & STUBBS LLP 370 SEVENTEENTH STREET, SUITE 4700 DENVER, COLORADO 80202 (303) 892-7400 [X] Check the box if the filing relates solely to preliminary communication made before the commencement of a tender offer.* * This Schedule 14D-9 relates to the proposed tender offer by Autoliv, Inc. [OEA LETTERHEAD] OEA To be Acquired by Autoliv DENVER, March 13 /PRNewswire/ -- The Board of Directors of OEA, Inc. (NYSE: OEA) announced today that it has entered into an Agreement and Plan of Merger with Autoliv Inc. which contemplates a tender offer by Autoliv for all outstanding shares of common stock of OEA for a purchase price of $10.00 per share in cash. The tender offer contains a minimum condition of acceptance by a majority of the common stock outstanding, along with other customary conditions, and the agreement contemplates a second step merger in which untendered shares would be converted into the right to receive $10.00 per share in cash. It is expected that Autoliv will commence the tender offer shortly. Charles B. Kafadar, president and CEO, said, "OEA is very happy to be joining the Autoliv family, the worldwide leader in automotive safety systems. This merger will provide greater market opportunities for OEA's products and advanced technology, leading to continued growth and more opportunities for OEA's employees." OEA is the technology leader and a major manufacturer in the air bag inflator and initiator industry. The Company is also a leader in the design and manufacture of personnel escape systems for military aircraft and high-reliability devices for missile and aerospace applications. * * * * * * * * * * * * Investors and security holders are advised to read both the tender offer statement and the solicitation recommendation statement regarding the tender offer referred to in this press release, when they become available, because they will contain important information. The tender offer statement will be filed by Autoliv, Inc. with the Securities and Exchange Commission, and the solicitation/recommendation statement will be filed with the Commission by OEA, Inc. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed by Autoliv, Inc. and OEA, Inc. with the Commission at the Commission's web site at www.sec.gov. The solicitation/recommendation statement and such other documents may also be obtained for free from OEA, Inc. by directing such request to: OEA, Inc., 1225 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Attention: John Banko, telephone: (303) 693-1248, e-mail: jbanko@oeainc.com. * * * * * * * * * * * * SOURCE OEA, INC. -0- 03/13/200 /CONTACT: John E. Banko of OEA Investor Relations, 303-693-1248; or Jay Pfeiffer of Pfeiffer Public Relations, Inc., 303-393-7044, jay@pfeifferpr.com, for OEA, Inc./ (OEA) -0- -----END PRIVACY-ENHANCED MESSAGE-----