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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4 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. 4 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows:
At 12:00 Midnight, New York City time, on Wednesday, February 10, 1999, the
Offer expired. Based on the information provided by the Depositary,
approximately 6,341,414 Shares (which number includes approximately 146,817
Shares subject to guaranty of delivery) were validly tendered and not properly
withdrawn pursuant to the Offer. The Purchaser has accepted for payment, and
has notified the Depositary to promptly pay for, the tendered and accepted
Shares at the purchase price of $16.50 per Share in cash.
The Purchaser intends to merge itself with and into the Company. The
Merger is expected to occur on Wednesday, February 17, 1999. As a result of the
Merger, the Company will become a wholly owned subsidiary of Illinois Tool Works
Inc. and each outstanding Share (other than Shares held in the treasury of the
Company, Shares owned by the Parent, the Purchaser or any other direct or
indirect wholly owned subsidiary of the Parent or the Company, and Shares, if
any, owned by stockholders who choose to dissent and demand appraisal of their
Shares in accordance with the Delaware General Corporation Law) shall be
canceled, extinguished and converted into the right to receive $16.50 per Share
in cash, without interest, less any applicable federal withholding taxes.
The consummation of the Offer was publicly announced in a press release
issued by Parent on February 11, 1999, a copy of which is filed as exhibit
(a)(11) hereto and incorporated by reference.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented to add the following:
(a)(11) Press Release issued by Parent on February 11, 1999.
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: February 11, 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 the Parent on January 26, 1999.
(a)(11) Press Release issued by the Parent on February 11, 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. 4.
All other exhibits previously filed.
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EXHIBIT 99.(a)(11)
PRESS RELEASE
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ITW COMPLETED CASH TENDER OFFER FOR TRIDENT INTERNATIONAL, INC.
Glenview, IL-February 11, 1999. Illinois Tool Works Inc. (NYSE: ITW)
announced today that its cash tender offer for all outstanding shares of common
stock, par value of $.01 per share, of Trident International, Inc. (NASDAQ:
TRDT), expired, as scheduled, at 12:00 Midnight, New York City time, on
Wednesday, February 10, 1999.
ITW, through its wholly owned subsidiary making the offer, has accepted
for purchase all shares validly tendered and not withdrawn prior to the
expiration of the offer. Based on information provided by First Chicago Trust
Company of New York, as depositary, approximately 6,341,414 shares,
representing over 97% of all outstanding shares, have been validly tendered
(including approximately 146,817 shares subject to guarantee of delivery).
Trident will be merged with a wholly owned subsidiary of ITW, and any
Trident share not previously purchased in the tender offer will be converted
into the right to receive $16.50 in cash, net to the seller, without interest.
The completion of the merger is expected to occur on Wednesday, February 17,
1999.
ITW is a global diversified manufacturer of highly engineered
components and industrial systems. The company has 400 operations in 34
countries and approximately 29,200 employees.
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