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
(AMENDMENT NO. 3)
AND
SCHEDULE 13D
(AMENDMENT NO. 4)
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CAPCO AUTOMOTIVE PRODUCTS CORPORATION
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(Name of subject company)
EATON CORPORATION
EATON ACQUISITION CORPORATION
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(Bidders)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
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(Title of class of securities)
139168 10 8
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(CUSIP number of class of securities)
GERALD L. GHERLEIN, ESQ.
EATON CORPORATION
EATON CENTER
1111 SUPERIOR AVENUE, N.E.
CLEVELAND, OHIO 44114
(216) 523-5000
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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:
DANIEL A. NEFF, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NY 10019
(212) 403-1000
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
<S> <C>
$134,749,375 $26,950
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/TABLE
<PAGE>
* Based on the offer to purchase all outstanding shares of Common
Stock of the subject company (other than the 805,000 shares of
common stock beneficially owned by Eaton Corporation), together
with the associated preferred stock purchase rights at a purchase
price of $12.50 cash per share, and the number of shares of Common
Stock outstanding and issuable under outstanding options as
represented by the subject company in the Agreement and Plan of
Merger dated as of March 27, 1996 (11,584,950).
** 1/50 of 1% of Transaction Valuation.
[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.
<TABLE>
<S> <C>
Amount Previously Paid: $26,950 Filing Party: Eaton Corporation
Form or Registration No.: Schedule 14D-1 Date Filed: March 19 and 29, 1996
/TABLE
<PAGE>
Eaton Corporation ("Eaton") and Eaton Acquisition
Corporation (the "Purchaser") hereby amend and supplement their
Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1")
originally filed on March 19, 1996, as heretofore amended, and
Eaton hereby amends and supplements its Schedule 13D originally
filed on March 18, 1996, as heretofore amended (the "Schedule
13D" and together with the Schedule 14D-1, the "Original
Filings"), with respect to the Purchaser's offer to purchase
all outstanding shares of Common Stock, par value $0.01 per
share (the "Shares"), of CAPCO Automotive Products Corporation,
a Michigan corporation (the "Company), together with any
associated preferred stock purchase rights (the "Right"), at a
price of $12.50 per Share (and associated Right), 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 March 19, 1996 (the "Offer to Purchase"), as amended and
supplemented by the Supplement thereto, dated March 29, 1996
(the "Supplement"), and in the related original or revised
Letters of Transmittal (which, together with the Offer to
Purchase and the Supplement, collectively constitute the
"Offer"), as set forth in this combined Amendment No. 3 to the
Schedule 14D-1 and Amendment No. 4 to the Schedule 13D.
Capitalized terms not defined herein have the meanings assigned
thereto in the Original Filings.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in paragraph (e) of Item 10 of
the Schedule 14D-1 is hereby amended and supplemented as
follows:
On March 29, 1996, pursuant to the Merger Agreement, Eaton
voluntarily dismissed, without prejudice, the complaint filed
on March 13, 1996 by Eaton against the Company and its
directors in the United States District Court for the Eastern
District of Michigan, Southern Division. A copy of the
Stipulation of Dismissal Without Prejudice is filed as Exhibit
(g)(2) to the Schedule 14D-1 and is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(2) Stipulation of Dismissal Without Prejudice in
Eaton Corporation v. CAPCO Automotive Products Corporation,
Francisco Edmir Bertolaccini, Harold L. Bowman, David A.
Brockway, C.E. Cheesbrough, Thomas C. Clark, William N. Harper
and Jose Roberto Morato, filed in the United States District<PAGE>
Court for the Eastern District of Michigan, Southern Division
on March 29, 1996.<PAGE>
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: April 1, 1996
EATON CORPORATION
By: /s/ Gerald L. Gherlein
Name: Gerald L. Gherlein
Title: Executive Vice President
and General Counsel
By: /s/ Earl R. Franklin
Name: Earl R. Franklin
Title: Secretary
EATON ACQUISITION CORPORATION
By: /s/ Earl R. Franklin
Name: Earl R. Franklin
Title: Vice President and
Secretary<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
(g) (2) Stipulation of Dismissal Without Prejudice in
Eaton Corporation v. CAPCO Automotive Products
Corporation, Francisco Edmir Bertolaccini,
Harold L. Bowman, David A. Brockway, C.E.
Cheesbrough, Thomas C. Clark, William N.
Harper and Jose Roberto Morato, filed in the
United States District Court for the Eastern
District of Michigan, Southern Division on
March 29, 1996.
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION
EATON CORPORATION,
Hon. Paul V. Gadola
Plaintiff,
Case No. 96-40104
v.
CAPCO AUTOMOTIVE PRODUCTS
CORPORATION, FRANCISCO EDMIR
BERTOLACCINI, HAROLD L.
BOWMAN, DAVID A. BROCKWAY,
C.E. CHEESBROUGH, THOMAS C.
CLARKE, WILLIAM N. HARPER
and JOSE ROBERTO MORATO,
Defendants.
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STIPULATION OF DISMISSAL WITHOUT PREJUDICE
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Plaintiff and Defendants hereby stipulate to the dismissal
of this action without prejudice pursuant to Fed. R. Civ. Pro.,
Rule 41(a)(1), with each party bearing their own costs.
CLARK, HILL, P.L.C. HONIGMAN MILLER SCHWARTZ AND COHN
Attorneys for Plaintiff Attorneys for Defendants
By: /s/ Thomas Lenga By: /s/ Raymond W. Henney
J. Thomas Lenga (P16551) Raymond W. Henney (P35860)
1600 First Federal Building Ronald S. Longhofer (P25580)
Detroit, Michigan 48226 2290 First National Building
(313) 965-8666 Detroit, Michigan 48226
(313) 256-7277
Dated: March 29, 1996<PAGE>
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION
EATON CORPORATION,
Hon. Paul V. Gadola
Plaintiff,
Case No. 96-40104
v.
CAPCO AUTOMOTIVE PRODUCTS
CORPORATION, FRANCISCO EDMIR
BERTOLACCINI, HAROLD L.
BOWMAN, DAVID A. BROCKWAY,
C.E. CHEESBROUGH, THOMAS C.
CLARKE, WILLIAM N. HARPER
and JOSE ROBERTO MORATO,
Defendants.
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PROOF OF SERVICE
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STATE OF MICHIGAN )
) ss.
COUNTY OF WAYNE )
DENISE CAMPBELL, being duly sworn, deposes and says that
on this 29th day of March, 1996, she did serve a true copy of a
STIPULATION OF DISMISSAL WITHOUT PREJUDICE upon:
J. Thomas Lenga
Clark, Hill, P.L.C.
1600 First Federal Building
Detroit, Michigan 48226
via U.S. mail.
Further deponent sayeth not.
/s/ Denise Campbell
Denise Campbell
