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. 5)
AND
SCHEDULE 13D
(AMENDMENT NO. 6)
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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
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<TABLE>
<CAPTION>
TRANSACTION VALUATION<F1> AMOUNT OF FILING FEE<F2>
<S> <C>
$134,749,375 $26,950
----------------------------------------------------------------------<PAGE>
<FN>
F1 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).
F2 1/50 of 1% of Transaction Valuation.
</FN>
</TABLE>
[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.
Amount Previously Paid: $26,950 Filing Party: Eaton Corporation
---------------- -------------------
Form or Registration No.: Schedule 14D-1 Date Filed: March 19 and 29, 1996
-------------- ---------------------<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. 5 to the
Schedule 14D-1 and Amendment No. 6 to the Schedule 13D.
Capitalized terms not defined herein have the meanings assigned
to them in the Original Filings.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in paragraphs (a) and (b) of
Item 6 of the Schedule 14D-1 is hereby amended and supplemented
as follows:
The Offer expired at 12:00 midnight, New York City
time, on April 15, 1996. According to a preliminary count
by Chemical Mellon Shareholder Services, L.L.C.,
Depositary for the Offer, there were tendered and not
withdrawn 9,831,233 Shares (including 1,610,588 Shares
tendered by means of guaranteed delivery) as of the
expiration of the Offer, which, together with the 805,000
Shares Eaton currently owns, represent approximately 96
percent of the Shares currently outstanding. The
Purchaser accepted for payment all such Shares validly
tendered according to the terms of the Offer.
Pursuant to the Merger Agreement, the Purchaser
intends to merge with and into the Company pursuant to the
short-form merger provisions of the Delaware General
Corporation Law and the Michigan Business Corporation Act
as soon as practicable. Upon consummation of the Merger,
each Share (other than Shares held by Eaton, the Purchaser
or any wholly owned subsidiary of Eaton or the Purchaser,<PAGE>
or in the treasury of the Company or by any wholly owned
subsidiary of the Company, which Shares, by virtue of the
Merger and without any action on the part of the holder
thereof, shall be cancelled and retired and shall cease to
exist with no payment being made with respect thereto)
shall be converted into the right to receive in cash
$12.50, without interest thereon.
A press release issued by Eaton on April 16, 1996,
relating to the completion of the Offer is filed as
Exhibit (a)(19) to the Schedule 14D-1 and is incorporated
herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in paragraph (c) of Item 10 of
the Schedule 14D-1 is hereby amended and supplemented as
follows:
The waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, applicable
to the Offer was terminated on Monday, April 15, 1996. A
press release issued by Eaton on April 15, 1996 relating
to the termination of the waiting period is filed as
Exhibit (a)(18) to the Schedule 14D-1 and is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(18) Eaton Corporation Press Release, dated April 15,
1996.
(a)(19) Eaton Corporation Press Release, dated April 16,
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 16, 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) (18) Eaton Corporation Press Release, dated April
15, 1996
(a) (19) Eaton Corporation Press Release, dated April
16, 1996
Exhibit (a) (18)
NEWS RELEASE
EATON CORPORATION
Eaton Center
Cleveland, OH 44114-2584
216/523-5000
DATE April 15, 1996
CONTACT Renald M. Romain (216) 523-4736 - Media
William E. Hartman (216) 523-4501 - Financial
Community
FOR RELEASE IMMEDIATELY
EATON/CAPCO TRANSACTION RECEIVES EARLY TERMINATION OF HART-SCOTT-RODINO
ACT
CLEVELAND, OH....Eaton Corporation announced today that it has
been advised by the federal government that the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
applicable to its acquisition of CAPCO Automotive Products
Corporation, has been terminated, effective immediately. The
offer by Eaton's wholly owned subsidiary, Eaton Acquisition
Corporation, to purchase all of the outstanding shares of
common stock, and the associated preferred stock purchase
rights, of CAPCO is scheduled to expire at midnight tonight.
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.
Exhibit (a) (19)
NEWS RELEASE
EATON CORPORATION
Eaton Center
Cleveland, OH 44114-2584
216/523-5000
DATE April 16, 1996
CONTACT Renald M. Romain (216) 523-4736 - Media
William E. Hartman (216) 523-4501 - Financial
Community
FOR RELEASE IMMEDIATELY
EATON CORPORATION COMPLETES TENDER OFFER FOR CAPCO AUTOMOTIVE
PRODUCTS CORPORATION
CLEVELAND, OH....Eaton Corporation today announced that its wholly
owned subsidiary, Eaton Acquisition Corporation, completed its
$12.50 per share cash tender offer for all of the
outstanding shares of common stock, and the associated
preferred stock purchase rights, of CAPCO Automotive Products
Corporation.
According to a preliminary count by the depository for the offer,
there were tendered and not withdrawn 9,831,233 shares (including
1,610,588 shares tendered by means of guaranteed delivery) as
of the expiration of the tender offer, which, together with the
805,000 shares Eaton currently owns, represent approximately 96
percent of the CAPCO shares currently outstanding. The offer
expired at 12:00 midnight, New York City time, on Monday,
April 15, 1996. Eaton Acquisition Corporation accepted
for payment all such shares validly tendered according
to the terms of the tender offer.
The tender offer will be followed by a merger of Eaton
Acquisition Corporation into CAPCO, in which each CAPCO share
not acquired in the tender offer will be converted into the
right to receive $12.50 cash.
Late yesterday, Eaton announced that it had been advised by the
federal government that the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, applicable to its
acquisition of CAPCO, had been terminated, effective immediately.
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.
