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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
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, May 24, 1999, and May 25, 1999 (as amended, the "Schedule 14D-9"), with
respect to the tender offer made by TI Automotive Systems, Inc. ("TI
Automotive"), 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 4. SOLICITATION OR RECOMMENDATION.
Item 4 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following text thereto:
The Offer has been extended to expire at 12:00 midnight, New York City
time, on June 15, 1999, unless TI Automotive, as required under the Merger
Agreement or otherwise in its discretion, elects to extend the period of time
for which the Offer is open.
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 June 10, 1999, TI Group issued a press release which is attached hereto
as Exhibit 24. The information set forth in the press release is incorporated
herein by reference.
On June 11, 1999, TI Group issued a press release which is attached hereto
as Exhibit 25. 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 24 Press Release dated June 10, 1999.
Exhibit 25 Press Release dated June 11, 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: June 11, 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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<C> <S>
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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<TABLE>
<S> <C>
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.
23 Press Release dated May 24, 1999.
24 Press Release dated June 10, 1999.*
25 Press Release dated June 11, 1999.*
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*Filed herewith
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EXHIBIT 24
FOR IMMEDIATE RELEASE
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Thursday, June 10, 1999
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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.
Warburg 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.
-ENDS-
For further information please contact:
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Ralph Kessler
Senior Vice President
TI Group Inc.
Telephone: 212-319-3101
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EXHIBIT 25
FOR IMMEDIATE RELEASE
Friday, June 11, 1999
TI GROUP RECEIVES CLEARANCE FROM EUROPEAN COMMISSION FOR
TENDER OFFER FOR WALBRO CORPORATION
TI Group today announced that it has received clearance from the European
Commission for the proposed acquisition of Walbro Corporation. The tender offer
is scheduled to expire at 12:00 midnight New York City time on Tuesday, June 15,
1999 unless the offer is further extended.
Warburg Dillon Read LLC (212-821-2875) as the Dealer Manager and Innisfree M&A
Incorporated (212-750-5833 or 888-750-5834) as the Information Agent for the
tender offer.
-ENDS-
For further information please contact:
Ralph Kessler
Senior Vice President
TI Group Inc.
Telephone: 212-319-3101
