<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
AMENDMENT NO. 4 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
-------------------------------------
(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
===============================================================================
1
<PAGE> 2
This Amendment No. 4 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. (the "Purchaser"), a Delaware corporation and
wholly owned subsidiary of Illinois Tool Works Inc. (the "Parent"), 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"). The item numbers and responses thereto below are in
accordance with the requirements of Schedule 14D-9. Except as otherwise
indicated herein, the information set forth in the Schedule 14D-9 remains
unchanged and all capitalized terms used herein shall have the respective
meanings ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby amended and supplemented to add the following:
The Offer expired in accordance with its terms at 12:00 midnight, New York
City time, on February 10, 1999. On February 11, 1999, the Depositary certified
that 6,341,414 Shares had been validly tendered and not withdrawn, including
146,817 Shares tendered pursuant to guaranteed delivery procedures. At such time
the Purchaser accepted all validly tendered shares for payment in the Offer
(including shares subject to guaranteed delivery procedures). The Company has
been informed that the Purchaser has accepted for payment, and has notified the
Depositary to promptly pay for, the tendered and accepted Shares at the
purchase price of $16.50 per Share in cash.
The Purchaser intends to merge itself with and into the Company (the
"Merger"). The Merger is expected to occur on Wednesday, February 17, 1999. As a
result of the Merger, the Company will become a wholly owned subsidiary of
Illinois Tool Works Inc. and each outstanding Share (other than Shares held in
the treasury of the Company, Shares owned by the Parent, the Purchaser or any
other direct or indirect wholly owned subsidiary of the Parent or the Company,
and Shares, if any, owned by stockholders who choose to dissent and demand
appraisal of their Shares in accordance with the Delaware General Corporation
Law) shall be canceled, extinguished and converted into the right to receive
$16.50 per Share in cash, without interest, less any applicable federal
withholding taxes.
The consummation of the Offer was publicly announced in a press release
issued by Parent on February 11, 1999, a copy of which is filed as exhibit
(13) hereto and incorporated by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item (9) is hereby amended and supplemented to add the following:
Exhibit 13 Press Release issued by Illinois Tool Works Inc. on
February 11,1999
2
<PAGE> 3
SIGNATURES
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.
Date: February 11, 1999
TRIDENT INTERNATIONAL, INC.
By: /s/ J. Leo Gagne
------------------------------
Name: J. Leo Gagne
Title: Vice President and
Chief Financial Officer
3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
13 Press Release issued by Illinois Tool Works Inc. on
February 11, 1999.
</TABLE>
4
<PAGE> 1
PRESS RELEASE
ITW COMPLETED CASH TENDER OFFER FOR TRIDENT INTERNATIONAL, INC.
Glenview, IL - February 11, 1999. Illinois Tool Works Inc. (NYSE: ITW)
announced today that its cash tender offer for all outstanding shares of common
stock, par value of $.01 per share, of Trident International, Inc. (NASDAQ:
TRDT), expired, as scheduled, at 12:00 Midnight, New York City time, on
Wednesday, February 10, 1999.
ITW, through its wholly owned subsidiary making the offer, has accepted for
purchase all shares validly tendered and not withdrawn prior to the expiration
of the offer. Based on information provided by First Chicago Trust Company of
New York, as depositary, approximately 6,341,414 shares, representing over 97%
of all outstanding shares, have been validly tendered (including approximately
146,817 shares subject to guarantee of delivery).
Trident will be merged with a wholly owned subsidiary of ITW, and any
Trident share not previously purchased in the tender offer will be converted
into the right to receive $16.50 in cash, net to the seller, without interest.
The completion of the merger is expected to occur on Wednesday, February 17,
1999.
ITW is a global diversified manufacturer of highly engineered components
and industrial systems. The company has 400 operations in 34 countries and
approximately 29,200 employees.
