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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 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 $.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, 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. 2 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 of 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 8. ADDITIONAL INFORMATION TO BE FURNISHED
The Company has received notice of the early termination of the
required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, applicable to the Offer and the subsequent merger of ITW
Acquisition Inc. with and into the Company.
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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 27, 1999 TRIDENT INTERNATIONAL, INC.
By: /s/ J. Leo Gagne
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J. Leo Gagne
Vice President and Chief Financial Officer
