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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
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
Solictation/Recommendation Statement on Schedule 14D-9 (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 14, 1999, the Company issued a press release which is attached
hereto as Exhibit 21. 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 21 Press Release dated May 14, 1999.
2
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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
--------------------------------------------
Name: Frank E. Bauchiero
Title: Chief Executive Officer and President
Dated: May 18, 1999
3
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EXHIBIT INDEX
Except as noted below, the following exhibits have been previously filed in
connection with this Schedule 14D-9.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
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.
</TABLE>
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<TABLE>
<CAPTION>
<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.*
</TABLE>
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*Filed herewith.
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EXHIBIT 21
<TABLE>
<CAPTION>
NEWS FROM: FOR RELEASE: FOR FURTHER EDITORIAL INFORMATION
<S> <C> <C>
[Logo Walbro Corp] 5/14/99 Contacts
at end
1227 Centre Road
Auburn Hills, Michigan 48326
</TABLE>
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WALBRO CORPORATION REPORTS REVISED FIRST QUARTER EARNINGS
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AUBURN HILLS, Michigan -- Frank E. Bauchiero, President and Chief Executive
Officer, Walbro Corporation, reported revised net income of $1,072,000 or $.12
per share for the first quarter of 1999, versus previously reported net income
of $1,721,000 or $.20 per share.
"A routine internal audit of our Mexican small engine carburetor manufacturing
facility discovered certain manufacturing costs that were not recorded correctly
during the first quarter," Bauchiero said.
Walbro Corporation is a designer and manufacturer of precision fuel systems and
products for automotive and small engine markets. Walbro Corporation has
subsidiaries and joint ventures throughout the world, including North and South
America, Europe and Asia. Walbro common stock is traded on the Nasdaq National
Market under the symbol WALB.
WALBRO CORPORATION
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(In thousands, except share data)
<TABLE>
<CAPTION>
Three Months Ended
March 31
-----------------
1999 1998
---- ----
<S> <C> <C>
Net Sales $188,706 $169,292
Net Income 1,072 572
Net Income Per Share .12 .07
Average Shares
Outstanding 8,688,294 8,682,602
EBITDA* $21,060 $19,462
</TABLE>
*Earnings before interest and taxes,
plus depreciation and amortization.
# # #
For further information contact: Mike Shope (248) 377-1800
<PAGE>
WALBRO CORPORATION
($000)
Revised
<TABLE>
<CAPTION>
3/31/99 12/31/98 3/31/98
------- -------- -------
<S> <C> <C> <C>
Assets
- ------
Cash and Securities $ 13,407 $ 19,647 $ 17,090
Accounts Receivable 156,328 154,416 160,761
Inventories 59,572 60,871 58,504
Other Current Assets 26,275 22,469 26,903
-------- ------- --------
Total Current Assets 255,582 257,403 263,258
Property, Plant & Equipment, Net 258,712 278,541 270,799
Goodwill 31,419 31,887 32,668
Other Assets 76,642 80,836 62,781
-------- -------- --------
Total Assets $622,355 $648,667 $629,506
======== ======== ========
Liabilities and Stockholders' Equity
- ------------------------------------
Accounts Payable 121,074 114,133 100,884
Current Portions of Long-Term
Debt and Notes Payable 6,778 14,415 31,578
Other Current Liabilities 35,839 31,929 45,181
-------- -------- --------
Total Current Liabilities 163,691 160,477 177,643
Long-Term Debt 312,485 324,289 300,104
Other Long-Term Liabilities 16,584 17,345 15,572
-------- -------- --------
Total Long-Term Liabilities 329,069 341,634 315,676
Convertible Trust Preferred Securities 69,000 69,000 69,000
Stockholders' Equity 60,595 77,556 67,187
-------- -------- --------
Total Liabilities and Stockholders' Equity $622,355 $648,667 $629,506
======== ======== ========
</TABLE>
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WALBRO CORPORATION
($000)
<TABLE>
<CAPTION>
1st Quarter
Revised
1999 1998
---- ----
<S> <C> <C>
Sales
- -----
Automotive $ 77,234 $ 75,163
Automotive/Europe 58,637 51,087
Engine Management 41,551 33,322
Aftermarket 9,189 7,751
Other 2,095 1,969
-------- --------
Total 188,706 169,292
Cost of Sales
- -------------
Automotive 63,259 65,066
Automotive/Europe 52,912 44,862
Engine Management 36,610 27,057
Aftermarket 6,564 5,358
Other 1,727 1,715
-------- --------
Total 161,072 144,058
Gross Margin
- ------------
Automotive $ 13,975 $ 10,097
Automotive/Europe 5,725 6,225
Engine Management 4,941 6,265
Aftermarket 2,625 2,393
Other 368 254
-------- --------
Total 27,634 25,234
Selling & Administrative 14,207 12,951
Research & Development 2,649 4,007
Restructuring Charges (825) -
-------- --------
Operating Income 11,603 8,276
Net Interest Expense 7,518 7,503
Other (Income) Expense (605) (1,468)
-------- --------
Income Before Income Taxes & JV's 4,690 2,241
Provision For Income Taxes (1,135) (752)
Minority Interest (1,577) (1,391)
Equity in Income (Loss) of JV's (906) 474
-------- --------
Net Income $ 1,072 $ 572
======== ========
EBITDA $ 21,060 $ 19,462
</TABLE>
