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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
SCHEDULE 13E-4
AMENDMENT NO. 1
(FINAL AMENDMENT)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
WYNN'S INTERNATIONAL, INC.
(NAME OF ISSUER AND PERSON FILING STATEMENT)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
983195108
(CUSIP NUMBER OF CLASS OF SECURITIES)
SEYMOUR A. SCHLOSSER
VICE PRESIDENT-FINANCE
WYNN'S INTERNATIONAL, INC.
500 NORTH STATE COLLEGE BOULEVARD, SUITE 700
ORANGE, CALIFORNIA 92868
TELEPHONE NO. (714) 938-3700
FAX NO. (714) 938-3739
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
____________________
COPY TO:
J. JAY HERRON, ESQ.
O'MELVENY & MYERS
610 NEWPORT CENTER DRIVE, SUITE 1700
NEWPORT BEACH, CALIFORNIA 92660
TELEPHONE NO. (714) 760-9600
FAX NO. (714) 669-6994
____________________
MARCH 26, 1997
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
____________________
CALCULATION OF FILING FEE*
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Transaction valuation Amount of filing fee
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$26,675,000 $5,335
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* Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of
1934, based upon the purchase of 1,100,000 shares at $24.25 per share.
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/ X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $5,500 Filing Party: Wynn's International,
Inc.
Form or Registration No.: Schedule 13E-4 Date Filed: March 26, 1997
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AMENDMENT NO. 1 (FINAL AMENDMENT)
ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
This Amendment No. 1 (Final Amendment), dated April 30, 1997, amends and
supplements the Issuer Tender Offer Statement on Schedule 13E-4 (the "Schedule
13E-4") filed with the Securities and Exchange Commission on March 26, 1997 by
Wynn's International, Inc., a Delaware corporation (the "Company"), in
connection with its offer to purchase for cash up to 1,100,000 shares of its
Common Stock, $1.00 par value per share (the "Shares") (including the associated
Junior Participating Preferred Stock Purchase Rights (the "Rights") issued
pursuant to the Rights Agreement, dated as of March 3, 1989, as amended, between
the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent), at a
purchase price, net to the seller in cash, not greater than $25.00 nor less than
$22.00 per Share, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated March 26, 1997 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which together constitute the "Offer"), copies of
which were filed as Exhibits (a)(1) and (a)(2), respectively, to the Schedule
13E-4 and incorporated by reference therein.
Items 8 and 9 and the Index to Exhibits of the Schedule 13E-4 are hereby
supplemented and amended as follows:
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is hereby amended by adding the following thereto:
The Offer expired at 12:00 Midnight, New York City time, on Tuesday, April
22, 1997. On April 23, 1997, the Company issued a press release announcing the
preliminary results of the Offer, a copy of which is attached hereto as Exhibit
(a)(9) and incorporated herein by reference. On April 29, 1997, the Company
issued a press release announcing the final results of the Offer, a copy of
which is attached hereto as Exhibit (a)(10) and incorporated herein by
reference. The Company accepted for payment 1,100,000 Shares at a purchase
price of $24.25 per Share. The number of Shares properly tendered at or below
the price of $24.25 per Share was 1,597,354. Such Shares (other than Shares
tendered by holders of fewer than 100 Shares) were subject to a final proration
factor of 68.83%. After giving effect to the Company's purchase of Shares
pursuant to the Offer, the total number of Shares outstanding as of April 29,
1997 was 12,614,717 Shares.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press Release issued by the Company on April 23, 1997.
(a)(10) Press Release issued by the Company on April 29, 1997.
3
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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 statement is true, complete and correct.
WYNN'S INTERNATIONAL, INC.
Dated: April 30, 1997 /s/ Seymour A. Schlosser
----------------------------------
Seymour A. Schlosser
Vice President-Finance
4
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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(a)(9) Press Release issued by the Company on April 23, 1997.
(a)(10) Press Release issued by the Company on April 29, 1997.
5
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Wynn's International, Inc.
500 North State College Boulevard, Suite 700, Orange, California 92868
Post Office Box 14143, Orange, California 92863-1543
Telephone (714) 938-3700 FAX (714) 938-3739
NEWS RELEASE
CONTACT: James Carroll
Chairman of the Board and Chief Executive Officer
(714) 938-3700
FOR RELEASE ON APRIL 23, 1997
AT 8:30 A.M. E.D.T.
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WYNN'S INTERNATIONAL, INC. ANNOUNCES RESULTS
OF DUTCH AUCTION TENDER OFFER
ORANGE, Calif., April 23, 1997--Wynn's International, Inc. (NYSE:WN)
announced today the preliminary results of its Dutch Auction self-tender offer.
Based on a preliminary count by the depositary for the tender offer, the Company
said that it expects to purchase 1,100,000 shares of its Common Stock, $1.00 par
value per share, from its stockholders at a price of $24.25 per share in
accordance with the terms of the tender offer. The tender offer expired at
12:00 Midnight (Eastern time) on Tuesday, April 22, 1997.
Under the terms of the tender offer, which commenced on March 26, 1997, the
Company had offered to purchase for cash up to 1,100,000 shares, or
approximately 8.0%, of its issued and outstanding Common Stock at a purchase
price, net to the seller in cash, not greater than $25.00 nor less than $22.00
per share. Because approximately 1,597,843 shares were tendered at or below the
price of $24.25 per share (including 321,503 shares tendered pursuant to
guaranteed delivery procedures), the number of shares actually purchased from
each tendering stockholder will be prorated based on the proration method
described in the Company's Offer to Purchase. The preliminary proration factor
is approximately 69%. The exact number of shares to be purchased and the final
proration factor will be determined upon final review of the validity of all
tender documentation, which is expected to be completed in approximately one
week.
Payment for shares properly tendered and accepted will be made as promptly
as practicable following the determination of the final results of the tender
offer.
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Wynn's International, Inc.
Page 2
On March 24, 1997, the last New York Stock Exchange trading day prior to
the announcement of the tender offer, the closing price of the Common Stock was
$22.875 per share. On April 22, 1997, the last New York Stock Exchange trading
day prior to expiration of the tender offer, the closing price of the Common
Stock was $24.625 per share.
Immediately prior to the commencement of the tender offer, 13,714,717
shares were outstanding. After the purchase of the shares pursuant to the
tender offer, the Company will have approximately 12,614,717 shares of Common
Stock outstanding.
Lehman Brothers acted as financial advisor and dealer manager for the
tender offer.
Wynn's International, Inc., founded in 1939, is a worldwide supplier of
high quality O-rings and sealing products; specialty chemical products,
equipment, and related service programs; and builders hardware supplies. The
Company has 2,004 employees and is headquartered at 500 North State College
Boulevard, Suite 700, Orange, California 92868, telephone: (714) 938-3700.
* * *
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Wynn's International, Inc.
500 North State College Boulevard, Suite 700, Orange, California 92868
Post Office Box 14143, Orange, California 92863-1543
Telephone (714) 938-3700 FAX (714) 938-3739
NEWS RELEASE
CONTACT: James Carroll
Chairman of the Board and Chief Executive Officer
(615) 444-0191
FOR RELEASE ON APRIL 29, 1997
AT 8:30 A.M. E.D.T.
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WYNN'S INTERNATIONAL, INC. ANNOUNCES FINAL RESULTS
OF DUTCH AUCTION TENDER OFFER
ORANGE, Calif., April 29, 1997--Wynn's International, Inc. (NYSE:WN)
announced today the final results of its Dutch Auction self-tender offer. The
Company said that it will purchase 1,100,000 shares of its Common Stock, $1.00
par value per share, from its stockholders at a price of $24.25 per share in
accordance with the terms of the tender offer. The tender offer expired at
12:00 Midnight (Eastern time) on Tuesday, April 22, 1997.
Under the terms of the tender offer, which commenced on March 26, 1997, the
Company had offered to purchase for cash up to 1,100,000 shares, or
approximately 8.0%, of its issued and outstanding Common Stock at a purchase
price, net to the seller in cash, not greater than $25.00 nor less than $22.00
per share. Because 1,597,354 shares were properly tendered at or below the
price of $24.25 per share, the number of shares actually purchased from each
tendering stockholder (other than holders of fewer than 100 shares) was prorated
based on the proration method described in the Company's Offer to Purchase. The
final proration factor was 68.83%.
The Company will return to tendering stockholders all shares not
purchased under the tender offer, including shares tendered at prices in
excess of $24.25, shares not purchased because of proration and shares that
were conditionally tendered and not accepted for purchase. The Company
anticipates that payment for shares properly tendered and accepted will be
mailed to tendering stockholders on or after April 29, 1997, and that shares
that were tendered but not accepted for purchase will be returned to
tendering stockholders on or after May 5, 1997.
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Wynn's International, Inc.
Page 2
Immediately prior to the commencement of the tender offer, 13,714,717
shares were outstanding. After the purchase of the shares pursuant to the
tender offer, the Company will have 12,614,717 shares of Common Stock
outstanding.
Lehman Brothers acted as financial advisor and dealer manager for the
tender offer.
James Carroll, Chairman of the Board and Chief Executive Officer of the
Company, commented, "We are pleased with the results of the tender offer and we
will continue to focus on increasing stockholder value."
Wynn's International, Inc., founded in 1939, is a worldwide supplier of
high quality O-rings and sealing products; specialty chemical products,
equipment, and related service programs; and builders hardware supplies. The
Company has 2,004 employees and is headquartered at 500 North State College
Boulevard, Suite 700, Orange, California 92868, telephone: (714) 938-3700.
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