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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 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. 3 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 10. ADDITIONAL INFORMATION
(b) and (c): The first part of the first sentence under Section 15
("Conditions of the Offer") on page 29 of the Offer to Purchase is amended to
read as follows:
Notwithstanding any other provision of the Offer and
subject to the terms of the Merger Agreement, and in addition to
the conditions that (i) Shares constituting not less than a
majority of all Shares outstanding on a fully diluted basis are
validly tendered (and not withdrawn) prior to the Expiration
Date (the "Minimum Share Condition") and (ii) all applicable
waiting periods under the HSR Act having expired or been
terminated, Parent and the Purchaser shall not be required to
accept for payment, purchase, or, subject to any applicable
rules and regulations of the SEC, including Rule 14e-1(c)
(relating to the Purchaser's obligation to pay for or return
tendered Shares after termination of the Offer), to pay for any
Shares tendered, and may postpone the purchase of, or, subject
to the restriction set forth above, payment for Shares tendered
and to be purchased by it, if at any time on or before the
Expiration Date, any of the following events shall occur:
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 28, 1999 ITW Acquisition Inc.
By: /s/ James H. Wooten, Jr.
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Name: James H. Wooten, Jr.
Title: Assistant Secretary
Illinois Tool Works Inc.
By: /s/ James H. Wooten, Jr.
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Name: James H. Wooten, Jr.
Title: Assistant Secretary
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