-----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, GLdmPdLsFUZ+0TSush9oYVSLvUNDIWfBQeWNBwBbbsL05mj8jE2GamSPDDF7pxZ1 n8W2I/SuYEl/TtBMdpy6sw== 0000950124-97-004710.txt : 19970918 0000950124-97-004710.hdr.sgml : 19970918 ACCESSION NUMBER: 0000950124-97-004710 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970912 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: 97679766 BUSINESS ADDRESS: STREET 1: 100 HUNDRED 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 SCHEDULE 14D-1/A 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 6 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. 6 (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 15, 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 The Offeror has terminated the Offer in accordance with the Offer. On September 11, 1997, DDC, the Offeror and the Company entered into an agreement pursuant to which the parties agreed that the Merger Agreement would be terminated effective immediately prior to the consummation, on or before 6:00 p.m. Eastern Time on September 12, 1997, of a tender offer by Greenmarine Acquisition Corp. ("Greenmarine") of not less than 90% of the then outstanding shares of common stock of the Company (including any such shares then owned by Greenmarine) at a price not less than $18.00 share of the Company's common stock. DDC and the Offeror have been advised that such tender offer has been consummated. Consequently, the Merger Agreement and Offer have terminated effective September 12, 1997. 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 12, 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.(a)(14) -- Press Release issued by DDC on September 12, 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.(c)(3) -- Letter agreement dated September 11, 1997, among DDC, the Offeror and the Company. 99.(d) -- None. 99.(e) -- Not applicable.
- ------------------------- * Previously filed EX-99.(A)(14) 2 EX-99(A)(14) 1 EXHIBIT 99.(a)(14) R-1244 Contact: Suzanne Truskowski Manager, Public Affairs Detroit Diesel Corporation Phone: 313/592-7642 Fax: 313/592-5058 DETROIT DIESEL CORPORATION TENDER OFFER TERMINATED FOR IMMEDIATE RELEASE DETROIT, MICHIGAN, September 12, 1997 -- Detroit Diesel Corporation (NYSE: DDC) today announced that its previously announced tender offer to acquire 13,842,619 shares of common stock of Outboard Marine Corporation (NYSE:OM), has been terminated. In addition, DDC's merger agreement with OMC has been terminated pursuant to an agreement with OMC. The tender offer had been scheduled to expire on September 15, 1997. 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)(3) 3 EX-99(C)(3) 1 EXHIBIT 99.(c)(3) [OUTBOARD MARINE CORPORATION LETTERHEAD] September 11, 1997 Mr. Timothy D. Leuliette Vice Chairman Detroit Diesel Corporation 13400 Outer Drive, West Detroit, Michigan 48239 Dear Tim: This acknowledges our agreement that, not withstanding anything to the contrary in the Agreement and Plan of Merger (the "Merger Agreement") among Detroit Diesel Corporation, OMC Acquisition Corp. and Outboard Marine Corporation (the "Company"), dated as of July 8, 1997, as amended to the date hereof, including the provisions of Section 10.1(e) of the Merger Agreement, the Merger Agreement shall be terminated effective immediately prior to the consummation, on or before 6:00 p.m. Eastern Time on September 12, 1997, of a tender offer by Greenmarine Acquisition Corp. ("Greenmarine") of not less than 90% of the then outstanding shares of common stock of the Company (including any such shares then owned by Greenmarine) at a price not less than $18.00 per share of the Company's common stock. Sincerely, OUTBOARD MARINE CORPORATION /s/ Harry W. Bowman - -------------------------------------------- Harry W. Bowman Chairman of the Board, President and Chief Executive Officer ACCEPTED AND AGREED: OMC ACQUISITION CORP. /s/ Timothy D. Leuliette - -------------------------------------------- By: VICE CHAIRMAN ----------------------------------------- DETROIT DIESEL CORPORATION /s/ Timothy D. Leuliette - -------------------------------------------- By: VICE CHAIRMAN ----------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----