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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRIDENT INTERNATIONAL, INC.
(Name of Subject Company)
TRIDENT INTERNATIONAL, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
895934 10 7
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(CUSIP Number of Class of Securities)
ELAINE A. PULLEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TRIDENT INTERNATIONAL, INC.
1114 FEDERAL ROAD
BROOKFIELD, CONNECTICUT 06804-1140
(203) 740-9333
(Name and Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of the Person(s) Filing Statement)
WITH COPIES TO:
JOHN J. EGAN III, P.C.
JOSEPH L. JOHNSON III, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
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This Amendment No. 3 to Schedule 14D-9 amends the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by
Trident International, Inc. (The "Company") on January 13, 1999 relating to the
tender offer by ITW Acquisition Inc., a Delaware corporation and wholly owned
subsidiary of Illinois Tool Works Inc., for all the outstanding shares of common
stock, par value $.01 per share (the "Shares"), of the Company, at $16.50 per
Share, net to the seller in cash, without interest, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated January 13, 1999 and
the related Letter of Transmittal (which together constitute the "Offer").
ITEM 3. IDENTITY AND BACKGROUND
The Solicitation/Recommendation Statement is amended in the first paragraph
of the section titled "Conditions to the Offer" in Item 3 on page 5 (i) in the
first sentence, by deleting the words "The Merger Agreement provides that"; and
(ii) in the last sentence, by changing the language "prior to the time of
acceptance for payment of any such Shares" to "on or before the Expiration Date
of the Offer."
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: January 29, 1999 TRIDENT INTERNATIONAL, INC.
By: /s/ J. Leo Gagne
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J. Leo Gagne
Vice President and Chief Financial Officer
