-----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, Lzh3CD2ZsI2Vr5t2deY3LHoBdlenXKqMi8sTDkV0NXqwAgoyshhysSJBgEPqUkTZ Z68zmKwPv7YZiNDbqbedLw== 0000950137-97-002984.txt : 19970912 0000950137-97-002984.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950137-97-002984 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970905 SROS: NONE 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-12268 FILM NUMBER: 97676101 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: 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 14D9/A 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 SC 14D9/A 1 AMEND. NO. 2 TO SCHEDULE 14D-9 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-9/A AMENDMENT NO. 2 TO SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ OUTBOARD MARINE CORPORATION (NAME OF SUBJECT COMPANY) OUTBOARD MARINE CORPORATION (NAME OF PERSON(S) FILING STATEMENT) COMMON STOCK, PAR VALUE $0.15 PER SHARE (TITLE OF CLASS OF SECURITIES) 690020102 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ HARRY W. BOWMAN CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER OUTBOARD MARINE CORPORATION 100 SEA HORSE DRIVE WAUKEGAN, ILLINOIS 60085 (847) 689-6200 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) With a copy to: D. JEFFREY BADDELEY, ESQ. VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL OUTBOARD MARINE CORPORATION 100 SEA HORSE DRIVE WAUKEGAN, ILLINOIS 60085 (847) 689-6200 ================================================================================ 2 This Amendment No. 2 (this "Amendment") is to the Solicitation/Recommendation Statement on Schedule 14D-9, as amended (the "Schedule 14D-9") that relates to the offer by Greenmarine Acquisition Corp., a Delaware corporation (the "Offeror") and a wholly-owned subsidiary of Greenmarine Holdings LLC, a Delaware limited liability company (the "Parent"), disclosed in a Tender Offer Statement on Schedule 14D-1 dated August 8, 1997, as amended (the "Greenmarine Schedule 14D-1"), to purchase all outstanding shares of Common Stock, par value $0.15 per share (the "Shares"), of Outboard Marine Corporation, a Delaware corporation (the "Company"), together with (unless and until Greenmarine declares that the Rights Condition (as defined in the Offer defined below) is satisfied) the associated preferred stock purchase rights (the "Rights") issued pursuant to the Rights Agreement, dated as of April 24, 1996, as amended (the "Rights Agreement"), by and between the Company and First Chicago Trust Company of New York, as Rights Agent, at a price of $18.00 per Share (and associated Right), net to the seller in cash, without interest thereon (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offeror's Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). The item numbers and responses thereto below are in accordance with the requirements of Schedule 14D-9. Capitalized terms used in this Amendment but not defined herein have the meaning ascribed to them in the Schedule 14D-9. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. The Company's Board of Directors determined that, in the circumstances of the Offer, it was advisable for the administration of the Rights Agreement that the occurrence of the Distribution Date (as defined in the Rights Agreement) as it applied to the Offer be deferred to a later date. Accordingly, pursuant to a resolution, the Company's Board of Directors determined that, for purposes of the Offer, the Distribution Date would be extended until (i) 12:00 noon on September 8, 1997 or (ii) such other date as may be determined in good faith by the Company's Board of Directors. On September 4, 1997, DDC filed an Amendment to its Tender Offer Statement on Schedule 14D-1 dated July 15, 1997, as amended (the "DDC Schedule 14D-1") relating to the extension by DDC of the DDC Offer until 12:00 midnight, New York City time, on September 8, 1997. 1 3 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete and correct. Dated: September 5, 1997 OUTBOARD MARINE CORPORATION By: /s/ HARRY W. BOWMAN ----------------------------------------- Name: Harry W. Bowman Title: Chairman of the Board, President and Chief Executive Officer 2 4 EXHIBIT INDEX * Exhibit 99.1: Severance Agreement dated as of March 31, 1997, between Harry W. Bowman and the Company. * Exhibit 99.2: Form of Severance Agreement between Outboard Marine Corporation and each of George L. Schueppert, Carlisle R. Davis, Richard H. Medland, Clark J. Vitulli, D. Jeffrey Baddeley, John D. Flaig and Thomas G. Goodman, providing for a lump-sum payment of 200% of the sum of Base Pay and Incentive Pay; and between Outboard Marine Corporation and each of Peter W. Brown, Miles E. Dean, Hans Lamens, Robert S. Romano, Peter L. Schelle, Gary F. Swartz, Raymond M. Cartade, Edgar M. Frandle, Grainger B. McFarlane, Russell J. VanRens, Paul R. Rabe, Robert F. Young, George L. Broughton, Paula S. Rummage and Peter J. VanLancker, provide for a lump-sum payments of 100% of the sum of Base Pay and Incentive Pay. * Exhibit 99.3: The form of Amended and Restated Severance Agreement between Outboard Marine Corporation and each of Jack L. Feurig, Dennis G. Holmes, Robert J. Moerchen and J.P. Murphy. * Exhibit 99.4: The OMC Executive Equity Incentive Plan * Exhibit 99.5: The OMC 1994 Long-Term Incentive Plan
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