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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 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
(708) 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. 1 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
(e) On January 15, 1999, Parent issued a press release announcing
that on January 13, 1999 Parent had filed under the HSR Act its Notification and
Report Form with respect to the proposed acquisition of the Company and that,
accordingly, the waiting period under the HSR Act should expire on January 28,
1999, unless the time period is extended, or early termination is granted, under
the HSR Act.
The Offer to Purchase is amended in the second paragraph of
Section 16 "Legal Matters Antitrust" on page 31 by changing the reference to
"January 27, 1999" to read "January 28, 1999."
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS
(a)(9) Press Release issued by Parent on January 15, 1999.*
* Filed with Amendment No. 1.
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.
ITW Acquisition Inc.
By: /s/ Stewart S. Hudnut
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Name: Stewart S. Hudnut
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Title: Vice President and Secretary
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Illinois Tool Works Inc.
By: /s/ Stewart S. Hudnut
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Name: Stewart S. Hudnut
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Title: Senior Vice President, General
Counsel and Secretary
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Date: January 15, 1999
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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.*
(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. 1. All other exhibits previously filed.
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Exhibit (a)(9)
PRESS RELEASE
ILLINOIS TOOL WORKS FILES HSR REPORT ON TRIDENT ACQUISITION
Glenview, IL - January 15, 1999. Illinois Tool Works Inc. (NYSE:
ITW) announced that on January 13, 1999 it filed under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 its Notification and Report Form with respect
to the proposed acquisition of Trident International, Inc. (NASDAQ: TRDT).
Accordingly, the waiting period under the HSR Act should expire on January 28,
1999, unless the time period is extended, or early termination is granted, under
the HSR Act.
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.
ITW is a multinational manufacturer of highly engineered components
and industrial systems. The company has approximately 365 operations in 34
countries and 25,700 employees.
