-----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, ByDXmyRzlZoQObm9qOoP028g615saRpb7xlrwQpRfj9P6RE973MUJerSskrorgtO 9pBbqF78aHy7Ms/NkX1f1w== 0000950124-97-004491.txt : 19970827 0000950124-97-004491.hdr.sgml : 19970827 ACCESSION NUMBER: 0000950124-97-004491 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970826 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: 1934 Act SEC FILE NUMBER: 005-12268 FILM NUMBER: 97669639 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 AMD #3 TO SCHEDULE 14D-1 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 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. 3 (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 August 25, 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, the Offeror has extended the Offer. The Offer will now expire at 12:00 midnight, New York City time, on September 3, 1997, unless extended in accordance with the Offer. 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: August 26, 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.(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.(d) -- None. 99.(e) -- Not applicable.
- ------------------------- * Previously filed EX-99.(A)(11) 2 PRESS RELEASE 1 EXHIBIT 99.(a)(11) R-1239 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, August 26, 1997 -- Detroit Diesel Corporation (NYSE: DDC) today announced that it has extended its previously announced tender offer to acquire 13,842,619 shares of common stock of Outboard Marine Corporation (NYSE: OM) until 12 midnight, September 3, 1997, in accordance with the terms of the merger agreement between DDC and OMC. The tender offer was scheduled to expire on August 25, 1997. Detroit Diesel Corporation said that approximately 536,592 shares of OMC common stock had been validly tendered and not withdrawn as of the close of business on August 24, 1997. Except for the extension of the scheduled expiration date of the tender offer, all terms and conditions of the transaction remain the same. 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 25,000 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. ### -----END PRIVACY-ENHANCED MESSAGE-----