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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. 2)
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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. 2 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
(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 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 18, 1999, Parent issued the following press release:
HEADLINE: TI Group says U.S. antitrust waiting period expired May 15
BODY:
LONDON (AFX) - TI Group PLC said the Hart-Scott-Rodino period, required
by U.S. antitrust law in relation to its tender offer for Walbro Corp, expired
May 15.
The offer continues to be subject to certain other conditions,
including approval under European antitrust law, and the valid tender of that
number of Walbro shares which represents a majority of Walbro's outstanding
shares on a fully diluted basis.
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, at the end of the second paragraph on page 31, the following
paragraph:
On May 18, 1999, Parent issued the following press release:
HEADLINE: TI Group says U.S. antitrust waiting period expired May 15
BODY:
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LONDON (AFX) - TI Group PLC said the Hart-Scott-Rodino period, required
by U.S. antitrust law in relation to its tender offer for Walbro Corp, expired
May 15.
The offer continues to be subject to certain other conditions,
including approval under European antitrust law, and the valid tender of that
number of Walbro shares which represents a majority of Walbro's outstanding
shares on a fully diluted basis.
ITEM 11. Material to be filed as Exhibits.
Item 11 is hereby amended and supplemented by adding the following
Exhibit:
(a)(10) Press release, dated May 18, 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 20, 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)(10) Press Release, dated May 18, 1999 5
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Exhibit (a)(10)
HEADLINE: TI Group says U.S. antitrust waiting period expired May 15
BODY:
LONDON (AFX) - TI Group PLC said the Hart-Scott-Rodino period, required
by U.S. antitrust law in relation to its tender offer for Walbro Corp, expired
May 15.
The offer continues to be subject to certain other conditions,
including approval under European antitrust law, and the valid tender of that
number of Walbro shares which represents a majority of Walbro's outstanding
shares on a fully diluted basis.
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