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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT (AMENDMENT NO. 3--FINAL AMENDMENT) PURSUANT TO SECTION
14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ARMOR ALL PRODUCTS CORPORATION
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(Name Of Subject Company)
SHIELD ACQUISITION CORPORATION
THE CLOROX COMPANY
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(Bidders)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
042256 10 7
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(CUSIP Number of Class of Securities)
EDWARD A. CUTTER, ESQ.
THE CLOROX COMPANY
1221 BROADWAY
OAKLAND, CALIFORNIA 94612-1888
TELEPHONE: (510) 271-7000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Bidder)
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COPY TO:
JOHN W. CAMPBELL III, ESQ.
MORRISON & FOERSTER LLP
425 MARKET STREET
SAN FRANCISCO, CALIFORNIA 94105
TELEPHONE: (415) 268-7000
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CUSIP No. 042256 10 7 14D-1 Page 2 of 6 Pages
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1. Name of Reporting Persons
S.S. or I.R.S. Identification No. of above Persons
The Clorox Company (I.R.S. Identification Number 310595760)
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2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) / /
(b) / /
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(e) or 2(f)
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6. Citizenship or Place of Organization
State of Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
Indirectly through Shield Acquistion Corporation, its wholly-owned
subsidiary: 21,119,908 shares of Common Stock (including
approximately 419,202 shares subject to guarantee of
delivery)
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8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares (See / /
Instructions)
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9. Percent of Class Represented by amount in Row (7)
98.8%
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10. Type of Reporting Person (See Instructions)
CO
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CUSIP No. 042256 10 7 14D-1 Page 3 of 6 Pages
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1. Name of Reporting Persons
S.S. or I.R.S. Identification No. of above Persons
Shield Acquisition Corporation (I.R.S. Identification Number 94-3255289)
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2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) / /
(b) / /
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3. SEC Use Only
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4. Source of Funds (See Instructions)
AF
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(e) or 2(f)
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6. Citizenship or Place of Organization
State of Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
Directly: 21,119,908 shares of Common Stock (including
approximately 419,202 shares subject to guarantee of
delivery)
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8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares (See / /
Instructions)
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9. Percent of Class Represented by amount in Row (7)
98.8%
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10. Type of Reporting Person (See Instructions)
CO
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<PAGE>
This Amendment No. 3 (Final Amendment) constitutes the final amendment to
the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") filed with
the Securities and Exchange Commission on December 2, 1996 by Shield Acquisition
Corporation (the "Offeror") and The Clorox Company (the "Parent"), relating to
the offer by the Offeror to purchase all outstanding shares of Common Stock, par
value $0.01 (the "Shares") of Armor All Products Corporation, a Delaware
corporation (the "Company"), at a price of $19.09 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated December 2, 1996 (the "Offer to Purchase"), the related Letter of
Transmittal and the Agreement and Plan of Merger dated as of November 26, 1996
among the Parent, the Offeror and the Company, copies of which were attached to
the Schedule 14D-1 as Exhibits (a)(2) and (c)(1) respectively.
Capitalized terms used but not defined herein have the meanings ascribed to
such terms in the Offer to Purchase and the Schedule 14D-1.
Item 6. Interest in Securities of the Subject Company.
Item 6 is hereby amended and supplemented by adding thereto the following:
(a) - (b) The Offer expired at 12:00 midnight, New York City time, on Monday,
December 30, 1996. Based on information provided by the Depositary, there were
validly tendered and not withdrawn 21,119,908 Shares (including 419,202 Shares
tendered by means of guaranteed delivery), or approximately 98.8% of the issued
and outstanding Shares. The Shares validly tendered and not withdrawn at such
time were accepted for payment. On December 31, 1996, the Parent and the
Company issued the joint press release attached hereto as Exhibit (a)(11).
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the following:
(a)(11) Text of press release dated December 31, 1996.
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER
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<C> <S> <C>
(a)(1) Offer to Purchase, dated December 2, 1996*
(a)(2) Letter of Transmittal*
(a)(3) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(4) Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to
Clients*
(a)(5) Notice of Guaranteed Delivery*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9*
(a)(7) Summary Advertisement, dated December 2, 1996*
(a)(8) Press Release issued by the Parent on November 26, 1996*
(a)(9) Notice of the Chase Manhattan Bank as Trustee of the Armor All Products Corporation Profit
Sharing Investment Plan to Participants in the Armor All Profit Sharing Investment Plan*
(a)(10) Press Release issued by the Parent on December 16, 1996*
(a)(11) Press Release issued by the Parent and the Company on December 31, 1996
(c)(1) Agreement and Plan of Merger, dated as of November 26, 1996, among the Parent, the Offeror
and the Company*
(c)(2) Stockholder Agreement, dated as of November 26, 1996, among the Parent, the Offeror, and
McKesson Corporation*
(c)(3) Confidentiality Agreement, dated as of October 10, 1996, among the Parent, the Company and
McKesson Corporation*
(c)(4) First Amendment to the Agreement and Plan of Merger, dated as of December 1, 1996, among the
Parent, the Offeror and the Company*
(d) None.
(e) Not applicable.
(f) None.
</TABLE>
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* Previously Filed
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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, correct and complete.
Dated: December 31, 1996
THE CLOROX COMPANY
By: /s/ EDWARD A. CUTTER
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Name: Edward A. Cutter
Title: Senior Vice
President--General Counsel
and Secretary
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, correct and complete.
Dated: December 31, 1996
SHIELD ACQUISITION CORPORATION
By: /s/ EDWARD A. CUTTER
-----------------------------------
Name: Edward A. Cutter
Title: Vice President and Secretary
3
<PAGE>
FOR IMMEDIATE RELEASE
CLOROX COMPLETES TENDER OFFER FOR ARMOR ALL PRODUCTS CORPORATION
Oakland, CA, December 31--The Clorox Company (CLX-NY, PSE) and Armor All
Products Corporation announced today that Clorox has completed its tender
offer for all the outstanding shares of common stock of Armor All Products
Corporation (ARMR-NASDAQ) at $19.09 net per share. The offer expired, as
scheduled, at midnight (EST) on Monday December 30, 1996.
As of the termination of the offer, based on a preliminary count from the
Depositary, First Chicago Trust Company of New York, approximately 21,119,908
Armor All shares had been tendered and not withdrawn. This includes
approximately 419,202 shares tendered pursuant to guarantees of delivery that
have not yet been delivered. The shares validly tendered and not withdrawn at
that time were accepted for payment. These tendered shares represent
approximately 98.8% of the outstanding shares of Armor All common stock. The
shares of Armor All not tendered will shortly be converted into the right to
receive $19.09 net per share pursuant to a short-form merger between a Clorox
subsidiary and Armor All.
In addition to its line of home cleaning products, The Clorox Company
manufactures and markets bleaches, cat litters, insecticides, charcoal
briquets, salad dressing and sauces. The Company had net earnings of $222
million on sales of $2.2 billion for the year ended June 30.
Armor All leads the $710 million automotive cleaning products market with a 30
percent share, and has about a 60 percent share of the $170 million protectant
segment.
Contacts:
News Media
Mark Marymee
(510) 271-7461
Investment Community
Karen Rose
(510) 271-7385
Ughetta Ugolini
(510) 271-2270
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