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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. 4)
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. 4 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,
Amendment No. 2 to such schedule filed with the SEC on May 20, 1999 and
Amendment No. 3 to such schedule filed with the SEC on May 24, 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 June 10, 1999, Parent issued a press release which is
attached hereto as Exhibit (a)(12). 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)(12) Press Release, dated June 10, 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: June 11, 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
(a)(12) Press Release, dated June 10, 1999
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Exhibit (a)(12)
FOR IMMEDIATE RELEASE
THURSDAY, JUNE 10, 1999
TI GROUP EXTENDS TENDER OFFER FOR COMMON STOCK OF
WALBRO CORPORATION UNTIL 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, JUNE 15, 1999
TI Group plc today announced that TI Automotive Systems, Inc., its wholly owned
subsidiary, has extended its tender offer to acquire at $20 net per share in
cash all of the outstanding shares of common stock of Walbro Corporation
(NASDAQ: WALB). The tender offer had previously been scheduled to expire at
12:00 midnight New York City time on Thursday, June 10, 1999. As previously
reported, the initial investigation period with respect to TI Group plc's
notification to the European Commission for the proposed acquisition of Walbro
Corporation is set to expire at midnight, Brussels time, on June 15, 1999,
unless earlier terminated by the European Commission. Accordingly, the tender
offer is now scheduled to expire at 12:00 midnight New York City time on
Tuesday, June 15, 1999, unless the offer is further extended. As of 5:00 p.m.,
New York City time on June 10, 1999, approximately 7,934,808 shares of Walbro
common stock representing approximately 91.3% of the total outstanding shares
had been validly tendered and not withdrawn pursuant to the tender offer.
Walburg Dillon Read LLC (212-821-2875) is acting as the Dealer Manager and
Innisfree M&A Incorporated (212-750-5833 or 888-750-5834) as the Information
Agent for the tender offer.
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For further information please contact:
RALPH KESSLER
Senior Vice President
TI Group Inc.
Tel: 212 319 3101
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