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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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TRIDENT INTERNATIONAL, INC.
(Name of Subject Company)
ITW ACQUISITION INC.
ILLINOIS TOOL WORKS INC.
(Bidders)
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Common Stock, $.01 Par Value Per Share Common Stock 895934107
(Title of Class of Securities) (CUSIP Number of Class of Securities)
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Stewart S. Hudnut, Esq.
Senior Vice President, General
Counsel and Secretary
Illinois Tool Works Inc.
3600 W. Lake Avenue
Glenview, IL 60025-5811
(847) 657-4074
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Bidders)
Copy to: Charles J. McCarthy, Ltd.
Jenner & Block
One IBM Plaza
Chicago, IL 60611
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This Amendment No. 2 to Schedule 14D-1 amends the Schedule 14D-1
relating to the tender offer by ITW Acquisition Inc., a Delaware corporation
and wholly owned subsidiary of Illinois Tool Works Inc., for all the
outstanding shares of common stock, par value $.01 per share (the "Shares") of
Trident International, Inc., a Delaware corporation, at $16.50 per Share, net
to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated January 13, 1999 (the
"Offer to Purchase") and in the related Letter of Transmittal (which, together
with the Offer to Purchase, constitute the "Offer"). Unless otherwise
indicated, all capitalized terms used but not defined herein shall have the
meanings assigned thereto 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:
Parent and the Purchaser have received notice of early termination of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, for the consummation of the Offer and the Merger.
A copy of the press release issued by Parent on January 26, 1999 is
filed as Exhibit (a)(10) to the Schedule 14D-1 and incorporated by reference
herein.
ITEM 10. ADDITIONAL INFORMATION
(b) and (c): The information provided in this Amendment No. 2 under
Item 5 is incorporated herein by reference.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented to add the following:
(a)(10) Press Release issued by Parent on January 26, 1999.(*)
(*) Filed with Amendment No. 2.
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.
Date: January 26, 1999 ITW Acquisition Inc.
By: /s/ Stewart S. Hudnut
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Name: Stewart S. Hudnut
Title: Vice President and Secretary
Illinois Tool Works Inc.
By: /s/ Stewart S. Hudnut
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Name: Stewart S. Hudnut
Title: Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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(a)(1) Offer to Purchase dated January 13, 1999.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter from the information Agent to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks.
Trust Companies and Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Summary Advertisement as published on January 13, 1999.
(a)(8) Press Release issued by Parent on January 13, 1999.
(a)(9) Press Release issued by Parent on January 15, 1999.
(a)(10) Press Release issued by Parent on January 26, 1999.(*)
(b)(1) Second Amended and Restated Credit Agreement among Illinois Tool
Works, Inc., The First National Bank of Chicago, as Agent, and
other financial institutions who are signatories to the Credit
Agreement dated as of September 30, 1998.
(b)(2) Line of credit letter agreement dated November 1, 1998 between The
First National Bank of Chicago and Illinois Tool Works Inc., and
letter amendment dated December 28, 1998.
(c) Agreement and Plan of Merger, dated as of January 6, 1999, by and
among Trident International, Inc., Illinois Tool Works Inc. and ITW
Acquisition Inc. (Schedules to the agreement have been omitted from
this filing and will be furnished to the Securities and Exchange
Commission upon request).
(*) Filed with Amendment No. 2.
All other exhibits previously filed.
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PRESS RELEASE
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ILLINOIS TOOL WORKS RECEIVES NOTICE OF EARLY TERMINATION OF HSR WAITING PERIOD
FOR TRIDENT ACQUISITION
Glenview, IL - January 26, 1999. Illinois Tool Works Inc. (NYSE: ITW)
announced that it received notice of early termination of the waiting period
under the Hart-Scott Rodino Antitrust Improvements Act of 1976 with respect to
the proposed acquisition by ITW of Trident International, Inc. (NASDAQ: TRDT).
Trident designs, manufactures and markets proprietary impulse ink jet
technology to industrial original equipment manufacturers worldwide. Trident's
product line includes patented impulse ink jet printheads, ink delivery
systems, a range of inks and electronic interface circuits.
Illinois Tool Works Inc. is a multinational manufacturer of highly
engineered components and industrial systems. The company has approximately 365
operations in 34 countries and 25,700 employees.
