<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRISTAR AEROSPACE CO.
(NAME OF SUBJECT COMPANY)
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TRISTAR AEROSPACE CO.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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89674L101
(CUSIP NUMBER OF CLASS OF SECURITIES)
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DOUGLAS CHILDRESS
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
TRISTAR AEROSPACE CO.
2527 WILLOWBROOK ROAD
DALLAS, TEXAS 75220
(214) 366-5000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF PERSON(S) FILING STATEMENT)
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WITH A COPY TO:
SIMEON GOLD, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153-0119
(212) 310-8000
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This Amendment No. 1, filed on November 22, 1999 to the Schedule 14D-9
filed on November 5, 1999, relates to a tender offer (the "Offer") by
AlliedSignal Acquisition Corp., a Delaware corporation ("Offeror"), and a wholly
owned subsidiary of AlliedSignal Inc., a Delaware corporation ("Parent"), to
purchase all of the issued and outstanding shares of Common Stock, par value
$.01 per share (the "Shares"), of TriStar Aerospace Co., a Delaware corporation
(the "Company"), at a purchase price of $9.50 per Share, net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated November 5, 1999 and the related Letter of
Transmittal.
ITEM 3. IDENTITY AND BACKGROUND
Item 3(b)(2) -"The Shareholders Agreement" is hereby amended to add the
following information:
On November 19, 1999, Offeror, Parent, P. Quentin Bourjeaurd and
Charles Balchunas entered into an amendment (the "Shareholders Amendment") to
the Tender and Option Agreement, dated October 31, 1999 (the "Shareholders
Agreement"), among Offeror, Parent, P. Quentin Bourjeaurd and Charles Balchunas,
which Shareholders Agreement was attached as an exhibit to the Schedule 14D-9
filed by the Company on November 5, 1999.
The Shareholders Amendment, filed as Exhibit P hereto and incorporated
herein by reference, amends Schedule A to the Shareholders Agreement to correct
a misstatement in the original Shareholders Agreement of the number of shares
owned by Mr. Bourjeaurd. The Shareholders Amendment reflects that Mr. Bourjeaurd
owned 1,338,920 Shares and 1,534,022 Shares subject to options on October 31,
1999. The Shareholders Amendment made no other changes to the Shareholders
Agreement.
ITEM 8. ADDITIONAL ITEMS TO BE FURNISHED
Item 8 is hereby amended to add the following information:
At 11:59 p.m. on November 20, 1999, the waiting period applicable to
the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired
without a request for additional information from the Federal Trade Commission
or the Antitrust Division of the Department of Justice.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended to add the following exhibits:
Exhibit P - Amendment, dated November 19, 1999, to Tender and Option
Agreement, dated October 31, 1999, among Offeror, Parent, P. Quentin Bourjeaurd
and Charles Balchunas.
Exhibit Q - Form of Joint Press Release, as issued by Parent and the
Company on November 22, 1999.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this amendment is true, complete and correct.
Dated: November 22, 1999
TRISTAR AEROSPACE CO.
By: /s/ DOUGLAS CHILDRESS
Name: Douglas Childress
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- ----------------------------------------------------
<S> <C>
Exhibit P Amendment, dated November 19, 1999, to Tender and
Option Agreement, dated October 31, 1999, among
Offeror, Parent, P. Quentin Bourjeaurd and Charles
Balchunas.
Exhibit Q Form of Joint Press Release, as issued by Parent
and the Company on November 22, 1999.
</TABLE>
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Exhibit P
November 19, 1999
AlliedSignal Inc.
101 Columbia Road
Morristown, New Jersey 07962
Attention: Peter M. Kreindler, Esq.
AlliedSignal Acquisition Corp.
c/o AlliedSignal Inc.
2525 West 190th Street
Torrance, California 90504
Attention: Thomas F. Larkins, Esq.
Dear Sirs:
The undersigned, P. Quentin Bourjeaurd and Charles Balchunas
(collectively the "Stockholders"), and you hereby agree that this letter amends
the Tender and Option Agreement among AlliedSignal Inc., AlliedSignal
Acquisition Corp. and the Stockholders dated as of October 31, 1999 (the
"Agreement"). Capitalized terms not defined in this letter shall have the
meanings set forth in the Agreement.
To reflect our agreement that Schedule A attached to the Agreement needs
to be replaced to reflect a correction in the amount of Shares owned by P.
Quentin Bourjeaurd on October 31, 1999, the revised Schedule A attached hereto
shall constitute the new Schedule A to the Agreement and shall be affixed
thereto in place of the prior Schedule A.
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In witness whereof, the undersigned acknowledge and agree to the
foregoing amendment to the Agreement and have executed this letter in one or
more counterparts, each of which shall be deemed to be one and the same
instrument, as of the date first written above.
/s/ P. Quentin Bourjeaurd
-------------------------------
P. Quentin Bourjeaurd
/s/ Charles Balchunas
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Charles Balchunas
Agreed to and acknowledged hereby
as of the date first written above:
ALLIEDSIGNAL INC.
By:
------------------------------
Name:
Title:
ALLIEDSIGNAL ACQUISITION CORP.
By:
------------------------------
Name:
Title:
2
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In witness whereof, the undersigned acknowledge and agree to the
foregoing amendment to the Agreement and have executed this letter in one or
more counterparts, each of which shall be deemed to be one and the same
instrument, as of the date first written above.
-------------------------------
P. Quentin Bourjeaurd
-------------------------------
Charles Balchunas
Agreed to and acknowledged hereby
as of the date first written above:
ALLIEDSIGNAL INC.
By: /s/ Peter M. Kreindler
---------------------------------------------
Name: Peter M. Kreindler
Title: Sr. V.P., General Counsel and Secretary
ALLIEDSIGNAL ACQUISITION CORP.
By: /s/ Victor P. Patrick
------------------------------
Name: Victor P. Patrick
Title: V.P. and Secretary
2
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cc: Via Facsimile
TriStar Aerospace Co.
Attention: Shauna Martin, Esq.
Facsimile No.: (214) 366-5030
Weil, Gotshal & Manges LLP
Attention: Simeon Gold, Esq.
Facsimile No.: (212) 310-8007
Fried, Frank, Harris, Schriver & Jacobson
Attention: David K. Robbins, Esq.
Facsimile No.: (213) 473-2222
3
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SCHEDULE A
(Revised)
<TABLE>
<CAPTION>
Number of Number of
Stockholder Address Shares Options
- ----------- ------- --------- ----------
<S> <C> <C> <C>
P. Quentin Bourjeaurd 2527 Willowbrook Rd.
Dallas, Texas 75220 1,338,920 1,534,022
Charles Balchunas 2527 Willowbrook Rd.
Dallas, Texas 75220 136,522 602,276
</TABLE>
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Exhibit Q
Contact: Tom Crane
(973) 455-4732
Hart-Scott-Rodino Waiting Period Expires For AlliedSignal's
Acquisition Of TriStar Aerospace Co.
MORRIS TOWNSHIP, N.J. and DALLAS, Nov. 22, 1999-- AlliedSignal Inc.
(NYSE: ALD) and TriStar Aerospace Co. (NYSE: TSX) said today that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
applicable to AlliedSignal's previously announced tender offer for all of the
outstanding shares of TriStar common stock, par value $0.01 per share, has
expired.
Neither the Federal Trade Commission nor the Antitrust Division of the
U.S. Department of Justice has requested additional information in connection
with the transaction. As a result, the companies said that the condition of the
tender offer relating to the expiration of the applicable Hart-Scott-Rodino
waiting period has been satisfied.
On November 5, 1999, AlliedSignal commenced a cash tender offer of $9.50
per share for all issued and outstanding shares of common stock of TriStar. The
tender offer, which is being made pursuant to an Agreement and Plan of Merger
dated as of Sunday, October 31, 1999, is scheduled to expire at 12:00 midnight,
New York City time, on Monday, December 6, 1999, unless extended. Following the
consummation of the tender offer, AlliedSignal intends to complete a merger to
acquire any shares of TriStar common
<PAGE>
stock that are not tendered in the offer. The two companies expect to complete
the acquisition in December 1999.
The Bank of New York is acting as depository and Georgeson Shareholder
Communications Inc. is acting as information agent for the tender offer.
This news release does not constitute an offer to purchase any
securities, nor solicitation of a proxy, consent or authorization for or with
respect to a meeting of the shareowners of AlliedSignal Inc. or TriStar
Aerospace Co. or any action in lieu of a meeting. Any solicitations will be
made only pursuant to separate materials in compliance with the requirements
of applicable federal and state securities laws.
TriStar, headquartered in Dallas, Texas, is a leading provider of
fasteners, fastening systems and related hardware to the aerospace industry. It
also provides just-in-time and automatic parts replenishment and other
customized inventory management services.
A11iedSignal Aerospace, a US$7.5-billion unit of AlliedSignal Inc., is
the largest supplier of aircraft engines, equipment, systems and services for
commercial transport, regional, general aviation and military aircraft.
AlliedSignal Inc. is an advanced technology and manufacturing company
serving customers worldwide with aerospace products and services, automotive
products, plastics, chemicals, fibers and advanced materials. It is one of the
30 stocks that make up the Dow Jones Industrial Average and is also a component
of the Standard & Poor's 500 Index. The company employs 70,400 people in some 40
countries. Additional information on the company is available on the World Wide
Web at http://www.alliedsignal.com.
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This release contains forward-looking statements as defined in Section 21E of
the Securities Exchange Act of 1934, including statements about future business
operations, financial performance and market conditions. Such forward-looking
statements involve risks and uncertainties inherent in business forecasts.
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