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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9
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SOLICITATION/RECOMMENDATION STATEMENT PURSUANT
TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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WALBRO CORPORATION
(Name of Subject Company)
WALBRO CORPORATION
(Names of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.50 PER SHARE (INCLUDING THE
ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
(Title of Class of Securities)
931154108
(Cusip Number of Class of Securities)
DANIEL L. HITTLER
CHIEF ADMINISTRATIVE OFFICER
1227 CENTRE ROAD
AUBURN HILLS, MICHIGAN 48326
(248) 377-1800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
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WITH A COPY TO:
HOWARD S. LANZNAR, ESQ.
DAVID J. KAUFMAN, ESQ.
KATTEN MUCHIN & ZAVIS
525 WEST MONROE
SUITE 1600
CHICAGO, ILLINOIS 60661-3693
(312) 902-5200
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INTRODUCTION
Walbro Corporation (the "Company") hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9, amended on May 18, 1999
(as amended, the "Schedule 14D-9"), with respect to the tender offer made by TI
Automotive Systems, Inc., an indirect wholly-owned subsidiary of TI Group, plc
("TI Group"), for all of the outstanding Shares. Capitalized terms not defined
herein have the meanings assigned thereto in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following text thereto:
On May 18, 1999, TI Group issued a press release which is attached hereto
as Exhibit 22. The information set forth in the press release is incorporated
herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following text thereto:
Exhibit 22 Press Release dated May 18, 1999.
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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.
Walbro Corporation
By: /s/ Frank E. Bauchiero
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Name: Frank E. Bauchiero
Title: Chief Executive Officer and President
Dated: May 20, 1999
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EXHIBIT INDEX
Except as noted below, the following exhibits have been previously filed in
connection with this Schedule 14D-9.
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Exhibit No. Description
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1 Agreement and Plan of Merger dated as of April 27, 1999 among TI
Group plc, TI Automotive Systems, Inc. and Walbro Corporation.
2 First Amendment to the Agreement and Plan of Merger dated as of May
3, 1999 among TI Group plc, TI Automotive Systems, Inc. and Walbro
Corporation.
3 Employment Agreement between Walbro Corporation and Daniel L.
Hittler, dated August 16, 1996, incorporated by reference to
Exhibit 10.23 to the 10-K filed on March 28, 1997.
4 Employment Agreement between Walbro Corporation and Michael Shope,
dated August 16, 1996, incorporated by reference to Exhibit 10.25
to the 10-K filed on March 28, 1997.
5 Employment Agreement between Walbro Corporation and R.H. Whitehead
III, dated August 16, 1996, incorporated by reference to Exhibit
10.29 to the 10-K filed on March 28, 1997.
6 Employment Agreement between Walbro Corporation and Robert H.
Walpole, incorporated by reference to Exhibit 10.27 to the 10-K
filed on March 28, 1997.
7 Amended and Restated Employment Agreement between Walbro
Corporation and Frank E. Bauchiero, effective April 17, 1998,
incorporated by reference to Exhibit 10.22 to the 10-K filed on
March 31, 1999.
8 Termination and Change of Control Agreement between Walbro
Corporation and Daniel L. Hittler, dated August 16, 1996,
incorporated by reference to Exhibit 10.24 to the 10-K filed on
March 28, 1997.
9 Amended and Restated Termination and Change of Control Agreement
between Walbro Corporation and Frank E. Bauchiero, dated April 17,
1998, incorporated by reference to Exhibit 10.23 to the 10-K filed
on March 31, 1999.
10 Termination and Change of Control Agreement between Walbro
Corporation and Michael Shope, dated August 16, 1996, incorporated
by reference to Exhibit 10.26 to the 10-K filed on March 28, 1997.
11 Termination and Change of Control Agreement between Walbro
Corporation and R.H. Whitehead, III, dated August 16, 1996,
incorporated by reference to Exhibit 10.30 to the 10-K filed on
March 28, 1997.
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12 Termination and Change of Control Agreement between Walbro
Corporation and Robert H. Walpole, dated August 16, 1996,
incorporated by reference to Exhibit 10.28 to the 10-K filed on
March 28, 1997.
13 First Amendment to the Amended and Restated Termination and Change
of Control Agreement for Frank E. Bauchiero.
14 Model Amendment to the Termination and Change of Control Agreement
(Level I), covering Messrs. Leopold, Shope, Hittler, Whitehead,
Walpole and DeJong.
15 Model Amendment to the Termination and Change of Control Agreement
(Level II) covering Messrs. Todd and Masterman.
16 Amended and Restated Walbro Corporation Equity Based Long-Term
Incentive Plan, effective as of June 20, 1994, incorporated by
reference to Exhibit 10.2 to the 10-K filed on March 31, 1999.
17 Walbro Corporation Broad Based Long-Term Incentive Plan filed as
Exhibit 10.33 to the Company's Registration Statement on Form S-4,
File No. 333-45693.
18 Press Release of Walbro Corporation, issued April 28, 1999.
19 Amendment No. 1 to Rights Agreement, dated as of April 27, 1999,
between Walbro Corporation and Harris Trust and Savings Bank.
20 Amendment to the Amended and Restated Walbro Corporation Equity
Based Long-Term Incentive Plan, incorporated by reference to the
Company's Proxy Statement, filed on March 23, 1999.
21 Press Release dated May 14, 1999.
22 Press Release dated May 18, 1999.*
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*Filed herewith.
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Exhibit 22
HEADLINE: TI Group says U.S. antitrust waiting period expired May 15
BODY:
LONDON (AFX) - TI Group PLC said the Hart-Scott-Rodino period, required by
U.S. antitrust law in relation to its tender offer for Walbro Corp., expired May
15.
The offer continues to be subject to certain other conditions, including
approval under European antitrust law, and the valid tender of that number of
Walbro shares which represents a majority of Walbro's outstanding shares on a
fully diluted basis.
