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. 1)
AND
SCHEDULE 13D
(AMENDMENT NO. 2)
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CAPCO AUTOMOTIVE PRODUCTS CORPORATION
(Name of subject company)
EATON CORPORATION
EATON ACQUISITION CORPORATION
(Bidders)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of class of securities)
139168 10 8
(CUSIP number of class of securities)
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GERALD L. GHERLEIN, ESQ.
EATON CORPORATION
EATON CENTER
1111 SUPERIOR AVENUE, N.E.
CLEVELAND, OHIO 44114
(216) 523-5000
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of bidder)
----------------
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**
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<S> <C>
$117,424,450 $23,485
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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 $11.00 cash
per share, the number of shares of Common Stock reported in the
Quarterly Report on Form 10-Q of the subject company for the
quarter ended September 30, 1995 as outstanding as of November 1,
1995 (11,061,350) and the number of shares of Common Stock under
option reported in such Form 10-Q of the subject company (418,600).
** 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: $23,485 Filing Party: Eaton Corporation
Form or Registration No.: Schedule 14D-1 Date Filed: March 19, 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, and Eaton hereby amends and
supplements its Schedule 13D originally filed on March 18, 1996
(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 $11.00 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") and in the related Letter of Transmittal (which,
together with any amendments and supplements thereto,
collectively constitute the "Offer"), as set forth in this
combined Amendment No. 1 to the Schedule 14D-1 and Amendment
No. 2 to the Schedule 13D. Capitalized terms not defined
herein have the meanings assigned thereto in the Original
Filings.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY.
Item 3 of the Schedule 14D-1 is hereby amended and
supplemented as follows:
On March 27, 1996, Eaton and the Company issued a
joint press release, announcing that on March 27, 1996,
Eaton, the Purchaser and the Company entered into a
definitive merger agreement under which the Purchaser will
amend the Offer to increase the price offered to $12.50
per Share (and associated Right). A copy of the press
release is attached hereto as Exhibit (a)(11) and is
incorporated herein by reference.
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 provided in this combined Amendment
No. 1 to the Schedule 14D-1 and Amendment No. 2 to the
Schedule 13D under Item 3 is hereby incorporated by
reference.<PAGE>
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 of the Schedule 14D-1 is hereby amended and
supplemented as follows:
The information provided in this combined Amendment
No. 1 to the Schedule 14D-1 and Amendment No. 2 to the
Schedule 13D under Item 3 is hereby incorporated by
reference.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in paragraph (f) of Item 10 of
the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information provided in this combined Amendment
No. 1 to the Schedule 14D-1 and Amendment No. 2 to the
Schedule 13D under Item 3 is hereby incorporated by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (11) Press Release, dated March 27, 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: March 27, 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
(a) (11) Press Release, dated March 27, 1996
NEWS RELEASE
EATON CORPORATION
Eaton Center
Cleveland, OH 44114-2584
216/523-5000
DATE March 27, 1996
CONTACT Daniel J. Brubeck (216) 523-4726 - Media (Eaton)
William E. Hartman (216) 523-4501 - Financial Community
(Eaton)
Scott Reinholt (219) 280-2085 (CAPCO)
FOR RELEASE Immediately
EATON CORPORATION AND CAPCO AUTOMOTIVE PRODUCTS REACH AGREEMENT ON
MERGER
CLEVELAND, OH AND SOUTH BEND, IN.... Eaton Corporation (NYSE:ETN) and
CAPCO Automotive Products Corporation (NYSE:CAB) announced today that
they have entered into a definitive merger agreement under which Eaton
will acquire CAPCO for $12.50 per share in cash. The Board of
Directors of CAPCO has unanimously approved the agreement.
Eaton's pending tender offer is being amended to increase the offering
price to $12.50 per share. The amended offer will expire at midnight,
New York city time, on Monday, April 15, 1996.
Steven R. Hardis, Eaton chairman and chief executive officer, said,
"Eaton and CAPCO present an excellent business fit from the standpoint
of product lines, manufacturing capability, geographic coverage and
developments in the worldwide motor vehicle industry. Our companies
have had a long history of working together successfully, and we have
great respect for the quality of CAPCO's management team.
"The addition of CAPCO will help Eaton to realize significant
opportunities for expansion within Brazil, in the rest of the Mercosul
trade area, and throughout the <PAGE>
Page 2
world. Brazil is a market of strategic importance to Eaton, both as a
production source to satisfy worldwide demand and as a growing market
for our products. Together, sales of Eaton and CAPCO in Brazil this
year could reach well over $300 million. Combined, our businesses
would provide an extraordinary foundation for profitable growth in
Brazil and Latin America."
CAPCO's Chairman and Chief Executive Officer Edmir Bertolaccini said,
"This transaction delivers fair value to our shareholders, provides our
employees with excellent opportunities with a fine company and benefits
our customers with a broader line of products."
Consummation of the tender offer and the merger is subject to customary
terms and conditions, including regulatory approvals.
CAPCO manufactures medium duty truck transmissions at its facility near
Sao Paulo, Brazil. The company has about 2,300 employees and had sales
of $176 million in 1995.
Eaton Corporation is a global manufacturer of highly engineered
products which serve vehicle, industrial, construction, commercial and
aerospace markets. Principal products include truck transmissions and
axles, engine components, hydraulic products, electrical power
distribution and control equipment, ion implanters and a wide variety
of controls. Headquartered in Cleveland, the company has 52,000
employees and 150 manufacturing sites in 23 countries around the world.
Sales for 1995 were $6.8 billion.
