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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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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. 5 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, Amendment
No. 3 to such schedule filed with the SEC on May 24, 1999 and Amendment No. 4 to
such schedule filed with the SEC on June 11, 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 11, 1999, Parent issued a press release which is attached
hereto as Exhibit (a)(13). 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)(13) Press Release, dated June 11, 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)(13) Press Release, dated June 11, 1999 4
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Exhibit (a)(13)
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) 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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