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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. 1)
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. 1 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 (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 2. Identity and Background.
Item 2 of the Schedule 14D-1 is hereby amended as follows:
Section 2 of Schedule A to the Offer to Purchase is amended to read in
its entirety as follows:
2. Directors and Executive Officers of Purchaser. The following table
sets forth the name, business address, citizenship, present principal occupation
or employment and material occupations, positions, offices or employments for
the past five years of each director and officer of Purchaser. Unless otherwise
indicated, each such person is a citizen of the United Kingdom and the business
address of each person is 50 Curzon Street, London W1Y 7PN, England.
NAME; BUSINESS OR RESIDENCE PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
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William J. Laule Director and President of TI Automotive Systems,
Citizen of U.S.A. Inc. Member of the Board of Directors of TI Group
plc since 1995; Chief Executive of TI Group plc
since January 1998; previously held Chief
Executive position at Bundy International from
1994 to 1998; President of Bundy North America
from 1993 to 1994; Member, Chairman's Committee;
Director of National Association of Manufacturing
Ltd.
T. Allan Welsh Director of TI Automotive Systems, Inc.; Member of
the Board of Directors of TI Group and Chief
Executive, Bundy, since 1999; Formerly a Director
of T&N plc and former Chief Executive Officer of
T&N Piston Products Group and T&N Bearings Group.
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NAME; BUSINESS OR RESIDENCE PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
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Guy Norris Vice President of TI Automotive Systems, Inc.
since 1999; Deputy Group Secretary of TI Group plc
since 1998; Consultant of Foster, Baxter & Cookse
from 1997 to 1998; Group Secretary of Lucas Varity
plc from 1996 to 1997; Secretary, Group Lawyer of
Lucas Industries plc from 1994 to 1996.
Nicholas Moore Treasurer of TI Automotive Systems, Inc. since
April 1999; Group Treasurer of TI Group plc since
1990.
Ralph Kessler Secretary of TI Automotive Systems, Inc. since
Citizen of U.S.A. April 1999; Director of TI Automotive Systems,
375 Park Avenue Inc. since May 1999; Senior Vice President of
New York, NY Legal Affairs of TI Group Inc. since January 1998;
10152 Vice President of Legal Affairs of TI Group Inc.
from June 1988 to December 1997; Secretary of TI
Group Inc. since June 1988.
James H. Katzkoff Director of TI Automotive Systems, Inc. since May
1999; President and Managing Director, TI Thermal
Technology Group from April 1990 to April 1992;
Marketing Director, John Crane International from
May 1992 to June 1993; Executive Vice President,
TI Group Inc. since June 1993.
ITEM 3. Past Contacts, Transactions or Negotiations with the Subject Company.
Item 3 of the Schedule 14D-1 is hereby amended as follows:
The information set forth in Section 10 in the Offer to Purchase is
amended to include, at the end of Section 10 on page 21, the following
paragraph:
On May 14, 1999, Parent issued the following press release:
HEADLINE: TI Group Reaffirms $20 Per Share Offer for Walbro
DATELINE: LONDON
BODY:
May 14, 1999 - - TI Group noted today's announcement by Walbro
Corporation which revised its first quarter earnings. TI Group's offer for
Walbro Corporation was based on the
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overall benefits this acquisition brings to TI Group's existing automotive
business. Therefore, TI Group reaffirms its $20/share all cash offer for Walbro
Corporation.
CONTACT: Warburg Dillon Read LLC
Sunjit S. Chawla, 212/821-2875
or
Innisfree M&A Incorporated
Alan M. Miller, 212/750-5831
ITEM 11. Material to be filed as Exhibits.
Item 11 is hereby amended and supplemented by adding the following
exhibit:
(a)(9) Press release, dated May 14, 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 18, 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)(9) Press Release, dated May 14, 1999
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Exhibit (a)(9)
HEADLINE: TI Group Reaffirms $20 Per Share Offer for Walbro
DATELINE: LONDON
BODY:
May 14, 1999 - - TI Group noted today's announcement by
Walbro Corporation which revised its first quarter earnings. TI Group's offer
for Walbro Corporation was based on the overall benefits this acquisition brings
to TI Group's existing automotive business. Therefore, TI Group reaffirms its
$20/share all cash offer for Walbro Corporation.
CONTACT: Warburg Dillon Read LLC
Sunjit S. Chawla, 212/821-2875
or
Innisfree M&A Incorporated
Alan M. Miller, 212/750-5831
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