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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
WALBRO CORPORATION
(NAME OF SUBJECT COMPANY)
TI AUTOMOTIVE SYSTEMS, INC.
TI GROUP PLC
(BIDDERS)
COMMON STOCK, PAR VALUE $.50 PER SHARE
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK)
(TITLE OF CLASS OF SECURITIES)
931154108
(CUSIP NUMBER OF CLASS OF SECURITIES)
DAVID LILLYCROP
DIRECTOR AND GENERAL COUNSEL
TI GROUP PLC
50 CURZON STREET
LONDON W1Y 7PN
011-44-171-560-5700
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPIES TO:
JOHN EVANGELAKOS, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
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This Amendment No. 3 is filed to supplement and amend the information
set forth in the Tender Offer Statement on Schedule 14D-1 filed by TI Group plc
("Parent") and TI Automotive Systems, Inc. (the "Purchaser") on May 4, 1999 as
amended by Amendment No. 1 to such Schedule filed with the SEC on May 18, 1999
and Amendment No. 2 to such schedule filed with the SEC on May 20, 1999 (as so
amended, the "Schedule 14D-1"), with respect to shares of Common Stock, par
value $.50 per share ("Shares"), of Walbro Corporation (the "Company"). Unless
otherwise indicated, the capitalized terms used herein shall have the meanings
specified in the Schedule 14D-1 including the Offer to Purchase filed as Exhibit
(a)(1) thereto.
ITEM 10. Additional Information.
Item 10 of the Schedule 14D-1 is hereby amended as follows:
The information set forth in Section 16 in the Offer to Purchase is
amended to include the following:
On May 24, 1999, Parent issued a press release which is attached hereto
as exhibit (a)(11). The information set forth in the press release is
incorporated herein by reference.
ITEM 11. Material to be filed as Exhibits.
Item 11 is hereby amended and supplemented by addition of the following
Exhibit:
(a)(11) Press release, dated May 24, 1999.
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SIGNATURES
After due 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: May 24, 1999
TI GROUP PLC
By: /s/ David Lillycrop
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Name: David Lillycrop
Title: Director
TI AUTOMOTIVE SYSTEMS, INC.
By: /s/ William J. Laule
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Name: William J. Laule
Title: President
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EXHIBIT INDEX
EXHIBIT PAGE
NUMBER EXHIBIT NAME NUMBER
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(a)(11) Press Release, dated May 24, 1999 4
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Exhibit (a)(11)
For further information, contact:
RALPH KESSLER
Senior Vice President
TI Group Inc.
Tel: 212 319 3101
TI GROUP ANNOUNCEMENT RE: WALBRO
LONDON, ENGLAND, UK, MAY 24, 1999 - TI Group PLC announced today that the
initial investigation period with respect to its notification to the European
Commission for the proposed acquisition by TI Automotive Systems, Inc., an
indirect wholly owned subsidiary of TI Group plc, of all of the outstanding
shares of Walbro Corporation, at $20 net per share in cash pursuant to a tender
offer and merger, is set to expire at midnight, Brussels time, on June 15, 1999,
unless earlier terminated by the European Commission. The European Commission's
approval for TI Automotive Systems to proceed with the proposed acquisition will
be deemed to have been granted if the European Commission does not initiate a
second phase investigation or refer the matter to the national authority of a
European Union member prior to the expiration of the initial investigation
period.
Innisfree M&A Incorporated is acting as the Information Agent for the tender
offer.
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