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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
FINAL AMENDMENT
WYNN'S INTERNATIONAL, INC.
(Name of Subject Company)
WYNN'S INTERNATIONAL, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
983195 10 8
(CUSIP Number of Class of Securities)
GREGG M. GIBBONS
VICE PRESIDENT - CORPORATE AFFAIRS AND GENERAL COUNSEL
WYNN'S INTERNATIONAL, INC.
500 NORTH STATE COLLEGE BOULEVARD, SUITE 700
ORANGE, CALIFORNIA 92868
(714) 938-3700
(Name, Address and Telephone
Number of Person Authorized to
Receive Notice and Communications on
Behalf of the Person Filing Statement)
with a copy to:
J. JAY HERRON
O'MELVENY & MYERS LLP
114 PACIFICA, SUITE 100
IRVINE, CALIFORNIA 92618
(949) 737-2900
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Final Amendment amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 originally filed with the Securities
and Exchange Commission on June 22, 2000 (the "Schedule 14D-9"), by Wynn's
International, Inc., a Delaware corporation (the "Company"), relating to the
tender offer (the "Offer") by WI Holding, Inc., a Delaware corporation ("Merger
Sub"), which is a wholly-owned subsidiary of Parker-Hannifin Corporation, an
Ohio corporation ("Purchaser"), disclosed in a Tender Offer Statement on
Schedule TO, dated June 22, 2000 (the "Schedule TO"). The Offer relates to the
purchase of all the outstanding common stock, par value $.01 per share, of the
Company (the "Shares"), including the associated preferred stock purchase rights
issued pursuant to the Company's Second Amended Rights Agreement, dated October
22, 1998, as amended, between the Company and ChaseMellon Shareholder Services,
L.L.C., at $23.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated June 22,
2000, and in the related Letter of Transmittal included as exhibits to the
Schedule TO. The Offer is being made pursuant to an Agreement and Plan of
Merger, dated as of June 13, 2000, among Purchaser, Merger Sub and the Company.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following information thereto:
The Offer expired at 12:00 midnight, New York City time, on July 20,
2000. Based on information provided by the Depositary, approximately 18,262,997
Shares, including 585,582 Shares tendered pursuant to guaranteed delivery
procedures, or 97.61% of the outstanding Shares, were validly tendered and not
withdrawn pursuant to the Offer. Merger Sub has accepted for payment and has
notified the Depositary to promptly pay for the tendered and accepted Shares, in
accordance with the terms of the Offer. A copy of the joint press release, dated
July 21, 2000, issued by Purchaser and the Company announcing the expiration of
the Offer is attached hereto as Exhibit (a)(6) and is incorporated herein by
reference.
ITEM 9. EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following exhibit thereto:
Exhibit (a)(6) -- Joint Press Release, dated July 21, 2000, issued by
Purchaser and the Company.
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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.
Dated: July 21, 2000 WYNN'S INTERNATIONAL, INC.
By: /s/ Seymour A. Schlosser
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Seymour A. Schlosser
Vice President - Finance and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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(a)(6) Joint Press Release, dated July 21, 2000, issued by
Parker-Hannifin Corporation and Wynn's International, Inc.
