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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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Amendment No. 1
OMNIQUIP INTERNATIONAL, INC.
(NAME OF SUBJECT COMPANY)
TELESCOPE ACQUISITION INC.
TEXTRON INC.
(Bidders)
Common Stock, par value $0.01 per share
(And the associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
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681969101
(CUSIP Numbers of Class of Securities)
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Wayne W. Juchatz, Esq.
Executive Vice President and General Counsel
Textron Inc.
40 Westminster Street
Providence, RI 02903
Telephone: (401) 457-7800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
Copy to:
Richard A. Garvey, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Telephone: (212) 455-2000
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This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule 14D-1 (as amended, the "Schedule 14D-1") filed on
August 27, 1999 relating to the offer by Telescope Acquisition Inc., a
Delaware corporation ("Purchaser") and a wholly owned subsidiary of Textron
Inc., a Delaware corporation ("Parent"), to purchase for cash all of the
outstanding shares of Common Stock, par value $0.01 per share (the "Shares"),
of OmniQuip International, Inc., a Delaware corporation (the "Company"),
including the associated stock purchase rights issued pursuant to the Rights
Agreement, dated August 21, 1998, as amended, between the Company and First
Chicago Trust Company of New York, as Rights Agent, at a purchase price of
$21.00 per Share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated as of August 27, 1999 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, together with the Offer to Purchase, as amended
from time to time, constitute the "Offer").
All capitalized terms used herein and not defined herein shall have
the meanings set forth in the Offer to Purchase.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
Item 5 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information in this Amendment No. 1 under Item 6 is
incorporated herein by reference.
Item 6. Interest in Securities of the Subject Company.
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
At 12:00 Midnight, New York City Time, on Friday, September 24,
1999, the Offer expired. Based on the information provided by the Depositary,
approximately 93% of the outstanding Shares (which number includes 115,060
Shares subject to guarantee of delivery) were validly tendered and not
properly withdrawn pursuant to the Offer. The Purchaser has accepted for
payment, and has notified the Depositary to promptly pay for, the tendered
and accepted shares at the purchase price of $21.00 per Share in cash.
Pursuant to the Merger Agreement, the Purchaser intends to merge
itself with and into the Company in accordance with the Delaware General
Corporation Law as promptly as practicable. As a result of the Merger, the
Company will become a wholly owned subsidiary of Parent and each outstanding
Share (other than Shares held in the treasury of the Company, Shares owned by
the Parent, the Purchaser, the Company or any direct or indirect wholly owned
subsidiary of the Parent or the Company, and Shares, if any, owned by
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stockholders who choose to dissent and demand appraisal of their Shares in
accordance with the Delaware General Corporation Law) shall be canceled,
extinguished and converted into the right to receive $21.00 per Share in
cash, without interest thereon.
The consummation of the Offer was publicly announced in a press
release issued by the Parent on September 27, 1999 a copy of which is filed
as Exhibit (a)(9) hereto and incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented to add the following:
(a)(9) Press Release issued by the Parent on September 27, 1999.
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SIGNATURE
After due inquiry and to the best of our knowledge and belief, we
hereby certify that the information set forth in this Statement is true,
complete and correct.
TEXTRON INC.
By: /s/ Arnold M. Friedman
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Name: Arnold M. Friedman
Title: Vice President and Deputy General
Counsel
TELESCOPE ACQUISITION INC.
By: /s/ Bhikhaji Maneckji
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Name: Bhikhaji Maneckji
Title: Vice President
Date: September 27, 1999
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EXHIBIT INDEX
Exhibit No. Description Page No.
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(a)(9) Press Release issued by the Parent
on September 27, 1999 . . . . . . . . . . . . . . .
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Contact Information:
Mary Lovejoy (Textron Investor Contact): 401-457-6009
Susan Tardanico (Textron Media Contact): 401-457-2354
Tom Breslin (OmniQuip Contact): 414-268-3105
FOR IMMEDIATE RELEASE
TEXTRON ACQUIRES APPROXIMATELY 93% OF OUTSTANDING OMNIQUIP SHARES;
ACQUISITION NEARS COMPLETION
Providence, RI and Port Washington, WI - September 27, 1999 - Textron
Inc. (NYSE: TXT) today announced that its tender offer for shares of OmniQuip
International, Inc. (NASDAQ: OMQP) common stock expired as scheduled at 12:00
midnight EST on Friday, September 24, 1999, and that approximately 93% of
OmniQuip shares have been acquired pursuant to the offer.
Telescope Acquisition Inc., a wholly owned subsidiary of Textron, has
accepted for purchase all shares validly tendered and not withdrawn prior to
the expiration of this offer. Based on information provided by Citibank,
N.A., as depositary, a total of 13,259,144 shares of OmniQuip's common stock
have been acquired pursuant to the offer by Telescope Acquisition (including
115,060 shares of common stock subject to guarantee of delivery) out of a total
of approximately 14.3 million shares of OmniQuip common stock currently
outstanding.
"With demand for its products expected to increase more than 10% per
year, OmniQuip establishes a promising growth platform within our Industrial
segment while being accretive to Textron's earnings in the first year," said
Textron Chairman and Chief Executive Officer Lewis B. Campbell. OmniQuip's
fiscal 1999 sales are expected to be $520 million.
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Because Textron has acquired more than 90% of OmniQuip's common stock,
the second step of the OmniQuip acquisition can occur without a meeting or
vote of OmniQuip's shareholders. In the second step of the acquisition,
Telescope Acquisition will be merged with and into OmniQuip, and each
OmniQuip share of common stock not previously purchased in the tender offer
(other than shares owned by Textron, Telescope Acquisition, OmniQuip or any
direct or indirect wholly owned subsidiaries of Textron or OmniQuip, which
will be canceled, and other than shares, if any, for which stockholders have
properly exercised appraisal rights) will be converted into the right to
receive $21.00 in cash, without any interest thereon. The merger is expected
to close by October 1, 1999.
OmniQuip, which has approximately 1600 employees at 16 locations in the
U.S., U.K., Australia and New Zealand, is the largest North American producer
of telescopic material handlers. The company also manufactures aerial work
platforms, skid steer loaders, power lifters and power haulers and markets a
line of mini-excavators. OmniQuip's products are used in a wide variety of
applications by commercial and residential building contractors, as well as
by customers in other construction, military, industrial and agricultural
markets. Additional information is available at www.omniquip.com.
Textron Inc. is a $10 billion, global, multi-industry company with
market-leading businesses in Aircraft, Automotive, Industrial and Finance.
Textron has a workforce of over 64,000 employees and major manufacturing
facilities in 23 countries. Textron is among Fortune magazine's "America's
Most Admired Companies." Additional information is available at
www.textron.com.
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