-----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, NOqDEJ+NKmOI+wnqTOKCOnU6ZxYvScy2RV1yHe42OoIVDp4TYHT7EsozH+4NvQHI ar3o85orhjMjhMFjKl175g== 0000950124-97-004658.txt : 19970912 0000950124-97-004658.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950124-97-004658 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970909 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OUTBOARD MARINE CORP CENTRAL INDEX KEY: 0000075149 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 361589715 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-12268 FILM NUMBER: 97677607 BUSINESS ADDRESS: STREET 1: 100 SEA HORSE DR CITY: WAUKEGAN STATE: IL ZIP: 60085 BUSINESS PHONE: 7086896200 MAIL ADDRESS: STREET 1: 100 SEA HORSE DRIVE CITY: WAUKEGAN STATE: IL ZIP: 60085 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OMC ACQUISITION CORP CENTRAL INDEX KEY: 0001042377 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 13400 OUTER DR WEST CITY: DETROIT STATE: MI ZIP: 48239-4001 BUSINESS PHONE: 3135925000 MAIL ADDRESS: STREET 1: 13400 OUTER DRIVE WEST CITY: DETROIT STATE: MI ZIP: 48239 SC 14D1/A 1 SC 14D1/A 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 5 SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ OUTBOARD MARINE CORPORATION (NAME OF SUBJECT COMPANY) OMC ACQUISITION CORP. A WHOLLY-OWNED SUBSIDIARY OF DETROIT DIESEL CORPORATION (BIDDERS) COMMON STOCK, $.15 PAR VALUE (TITLE OF CLASS OF SECURITIES) 690020102 (CUSIP NUMBER OF COMMON STOCK) TIMOTHY D. LEULIETTE VICE CHAIRMAN DETROIT DIESEL CORPORATION 13400 OUTER DRIVE, WEST DETROIT, MICHIGAN 48239-4001 (313) 592-7231 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) ------------------------ Copy to: JOHN F. FARMER, ESQ. VICE PRESIDENT AND GENERAL COUNSEL DETROIT DIESEL CORPORATION 13400 OUTER DRIVE, WEST DETROIT, MICHIGAN 48239-4001 (313) 592-7111 ================================================================================ 2 This Amendment No. 5 (this "Amendment") is to the Tender Offer Statement on Schedule 14D-1 (the "Statement") that relates to the offer by OMC Acquisition Corp., a Delaware corporation (the "Offeror") and a wholly-owned subsidiary of Detroit Diesel Corporation, a Delaware corporation, to purchase 13,842,619 shares of Common Stock, par value $0.15 per share (the "Shares"), of Outboard Marine Corporation, a Delaware corporation, at a purchase price of $16.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offeror's Offer to Purchase and in the related Letter of Transmittal each dated July 15, 1997 (which, as amended from time to time, together constitute the "Offer"). The Offer is scheduled to expire at 12:00 midnight, New York City time, on September 8, 1997, unless extended in accordance with the Offer. The Statement was filed with the Securities and Exchange Commission on July 15, 1997. The item numbers and responses thereto below are in accordance with the requirements of Schedule 14D-1. Capitalized terms used in this Amendment but not defined herein have the meanings ascribed to them in the Offer and the Statement. ITEM 10. ADDITIONAL INFORMATION In accordance with the Offer and the Agreement and Waiver dated as of September 8, 1997, among DDC, the Offeror and the Company (the "Agreement and Waiver"), the Offeror has extended the Offer. The Offer will now expire at 5:00 p.m., Eastern Daylight Time, on September 15, 1997, unless extended in accordance with the Offer. Pursuant to the Agreement and Waiver, DDC has waived its right to receive the Termination Fee. DDC and the Offeror have also acknowledged and agreed pursuant to the Agreement and Waiver that: (a) the Company may take certain actions to facilitate competing transactions -- including, without limitation, taking actions necessary to render Section 203 of the DGCL, Article Eighteenth of the Company's Restated Certificate of Incorporation and the provisions of the Rights Agreement dated as of April 24, 1996, as amended by Amendment No. 1 dated July 8, 1997, between the Company and First Chicago Trust Company of New York, inapplicable to such transactions, and amending certain employee bonus, severance and pensions plans -- without breaching the Merger Agreement, and (b) the payment of funds described in the agreement will be in lieu of any and all damages, costs and expenses for breach of the Merger Agreement by the Company or against any other party making a competing offer that the Company facilitates, provided that nothing in this clause (b) will in any way prevent DDC or the Offeror from bringing any counterclaim or other legal action in response to any legal action by such other party relating to the Offer, the Merger, the Merger Agreement or the competing transaction. The Company paid DDC $7.5 million pursuant to the Agreement and Waiver, which also provides that if DDC is required to return such funds for any reason whatsoever, then the waiver and other provisions described above will be deemed void ab initio. 3 SIGNATURE After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 9, 1997 OMC ACQUISITION CORP. By: /s/ TIMOTHY D. LEULIETTE -------------------------------------- Name: Timothy D. Leuliette Title: Vice Chairman DETROIT DIESEL CORPORATION By: /s/ TIMOTHY D. LEULIETTE -------------------------------------- Name: Timothy D. Leuliette Title: Vice Chairman 4 EXHIBIT INDEX
PAGE EXHIBIT DESCRIPTION NO. ------- ----------- ---- 99.(a)(1)* -- Offer to Purchase, dated July 15, 1997. 99.(a)(2)* -- Letter of Transmittal. 99.(a)(3)* -- Letter from Chase Securities Inc., as Dealer Manager, to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. 99.(a)(4)* -- Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to Clients. 99.(a)(5)* -- Notice of Guaranteed Delivery. 99.(a)(6)* -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. 99.(a)(7)* -- Summary Announcement, dated July 15, 1997. 99.(a)(8)* -- Press Release issued by DDC on July 9, 1997. 99.(a)(9)* -- Press Release issued by DDC on July 10, 1997. 99.(a)(10)* -- Press Release issued by DDC on August 11, 1997. 99.(a)(11)* -- Press Release issued by DDC on August 26, 1997. 99.(a)(12)* -- Press Release issued by DDC on September 4, 1997. 99.(a)(13) -- Press Release issued by DDC on September 9, 1997. 99.(b)(1)* -- Financing Commitment Letter, dated June 25, 1997, among DDC, The Chase Manhattan Bank and Chase Securities Inc. 99.(c)(1)* -- Agreement and Plan of Merger, dated July 8, 1997, among DDC, the Offeror and the Company. 99.(c)(2) -- Agreement and Waiver, dated as of September 8, 1997, among DDC, the Offeror and the Company 99.(d) -- None. 99.(e) -- Not applicable.
- ------------------------- * Previously filed EX-99.(A)(13) 2 EXHIBIT 99.(A)(13) 1 EXHIBIT 99.(A)(13) R-1243 Contact: Suzanne Truskowski Manager, Public Affairs Detroit Diesel Corporation Phone: 313/592-7642 Fax: 313/592-5058 DETROIT DIESEL CORPORATION TENDER OFFER EXTENDED FOR IMMEDIATE RELEASE DETROIT, MICHIGAN, September 9, 1997 -- Detroit Diesel Corporation (NYSE: DDC) today announced it has agreed with Outboard Marine Corporation (NYSE:OM) to extend its previously announced tender offer to acquire 13,842,619 shares of common stock of OMC until 5 p.m. E.S.T., on September 15, 1997. The tender offer was scheduled to expire on September 8, 1997. In addition, DDC and OMC agreed to modify their Agreement and Plan of Merger dated July 8, 1997 to provide that DDC will waive its contingent right to a $15.7 million liquidated damages fee and OMC will immediately pay DDC $7.5 million in consideration of the waiver and extension and to cover transaction expenses to date. Timothy D. Leuliette, Vice Chairman of Detroit Diesel Corporation, said, "Our original offer was approved by the OMC Board following a comprehensive sale and bidding process and a thorough review of OMC. The scheduled closing has been significantly delayed," continued Mr. Leuliette, "but we believe that our combined cash and DDC stock package at $16 per share remains a fair price for the company. At the same time, given the business environment in which our companies operate, we are concerned that further delays will cause more damage to the operating and financial performance of OMC, and therefore, our offer cannot be held open indefinitely." Detroit Diesel Corporation said that 397,724 shares of OMC common stock had been validly tendered and not withdrawn as of the close of business on September 8, 1997. Further details are available in the tender offer documents on file with the Securities and Exchange Commission. Detroit Diesel Corporation is engaged in the design, manufacture, sale and service of heavy-duty diesel and alternative fuel engines, automotive diesel engines, and engine-related products; and provides financing through Detroit Diesel Capital Corporation. The Company offers a complete line of diesel engines from ten to 10,000 horsepower for the on-highway truck; construction, mining and industrial; automotive; coach and bus; marine; power generation; and military markets. Detroit Diesel services these markets directly and through a worldwide network of more than 2,500 authorized distributors and dealers. DDC is a QS-9000 certified company. Detroit Diesel's major shareholder is Penske Corporation, a closely-held, diversified transportation services company whose operations include Penske Truck Leasing Company, Diesel Technology Company, AG Kuhnle, Kopp and Kausch, Penske Automotive Group, Inc., Penske Auto Centers, Inc., Penske Motorsports, Inc., and Penske Capital Partners. The Penske group of businesses has annual revenues exceeding $6 billion and employs more than 28,000 people around the world. Detroit Diesel's World Wide Web address is http://www.detroitdiesel.com. FOR MEDIA ONLY: For a complimentary facsimile copy of Detroit Diesel's recent press releases call "Company News on Call" at 1-800-758-5804 ext 239425. ### EX-99.(C)(2) 3 EXHIBIT 99.(C)(2) 1 EXHIBIT 99.(C)(2) Agreement and Waiver This Agreement and Waiver is dated as of September 8, 1997, among Detroit Diesel Corporation, OMC Acquisition Corp. and Outboard Marine Corporation. Recitals A. Purchaser, Merger Sub and the Company are parties to the Agreement and Plan of Merger dated as of July 8, 1997 (the "Merger Agreement"). Capitalized terms used and not otherwise defined in this Agreement will have the meanings set forth in the Merger Agreement. B. Purchaser, Merger Sub and the Company desire to modify the Merger Agreement upon the terms and conditions set forth in this Amendment. Therefore the parties agree as follows: 1. Waiver and Acknowledgements. Purchaser hereby waives its right to receive the fee described in Section 10.2(b) of the Merger Agreement. Purchaser and Merger Sub hereby acknowledge and agree that: (a) the Company may take certain actions to facilitate competing transactions--including, without limitation, taking actions necessary to render Section 203 of the DGCL, Article Eighteenth of the Company's Restated Certificate of Incorporation and the provisions of the Rights Agreement dated as of April 24, 1996, as amended by Amendment No. 1 dated July 8, 1997, between the Company and First Chicago Trust Company of New York, inapplicable to such transactions, and amending certain employee bonus, severance and pension plans--without breaching the Merger Agreement, and (b) the payment of funds described in Section 3 will be in lieu of any and all damages, costs and expenses for breach of the Merger Agreement by the Company or against any other party making a competing offer that the Company facilitates, provided that nothing in this clause (b) will in any way prevent Purchaser or Merger Sub from bringing any counterclaim or other legal action in response to any legal action by such other party relating to the Offer, the Merger, the Merger Agreement or the competing transaction. 2. Extension. Merger Sub will extend the Offer to 5:00 p.m., Eastern Daylight Time, on September 15, 1997. 3. Payment. The Company will pay Purchaser $7.5 million by wire transfer to such account as Purchaser designates no later than 12:00 noon, Eastern Daylight Time, on September 9, 1997. If Purchaser does not receive these funds or is required to return such funds for any reason whatsoever, then the waiver and other provisions in Section 1 will be deemed void ab initio. 2 4. Press Release. On September 9, 1997, Purchaser and the Company will each issue a press release disclosing the terms of this Agreement and Waiver and indicating that Purchaser, Merger Sub and the Company have mutually agreed to extend the Offer. DETROIT DIESEL CORPORATION By: /s/ Timothy D. Leuliette ------------------------------ Its: Vice Chairman OMC ACQUISITION CORP. By: /s/ Timothy D. Leuliette ------------------------------ Its: Vice Chairman OUTBOARD MARINE CORPORATION By: /s/ Harry W. Bowman ------------------------------ Its: Chairman of the Board, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----