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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14D-100)
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
OEA, INC.
(Name of Subject Company (Issuer))
AUTOLIV, INC.
AUTOLIV ASP, INC.
OEA MERGER CORPORATION
(Names of Filing Persons (Offerors))
COMMON STOCK, $0.10 PAR VALUE PER SHARE
(INCLUDING ASSOCIATED RIGHTS)
(Title of Class of Securities)
670826106
(CUSIP Number of Class of Securities)
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JORGEN SVENSSON
VICE PRESIDENT--LEGAL AFFAIRS,
GENERAL COUNSEL AND SECRETARY
WORLD TRADE CENTER
KLARABERGSVIADUKTEN 70
S-107 24 STOCKHOLM, SWEDEN
46(8) 587 20 600
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and
Communications on behalf of Filing Persons)
COPY TO:
SCOTT V. SIMPSON
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
ONE CANADA SQUARE
CANARY WHARF, LONDON E14 5DS
44 (20) 7519 7040
CALCULATION OF FILING FEE
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TRANSACTION VALUATION*: AMOUNT OF FILING FEE:
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$219,493,280 $43,899
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* Estimated for purposes of calculating the amount of the filing fee only.
This calculation assumes the purchase of all outstanding shares of common
stock, par value $0.10 per share of OEA, Inc. (the "Common Stock"),
including associated rights to purchase common stock (the "Rights" and
together with the Common Stock, the "Shares"), at a price per Share of
$10.00 in cash. As of March 23, 2000, there were (i) 20,621,691 Shares
outstanding and (ii) 1,327,637 Shares reserved for issuance for outstanding
options, warrants and other rights to acquire Shares from the Company. The
amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50(th) of one percent
of the value of the transaction.
/ / Check the 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.
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Amount previously paid: Not applicable Filing Party: Not applicable
Form or registration no.: Not applicable Date Filed: Not applicable.
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/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
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This Amendment No. 3 to the Tender Offer Statement on Schedule TO filed
initially with the Securities and Exchange Commission on March 24, 2000 relates
to the third-party tender offer by OEA Merger Corporation, Inc., a Delaware
corporation ("Purchaser") and an indirect wholly owned subsidiary of
Autoliv, Inc., a Delaware corporation ("Parent"), to purchase all of the issued
and outstanding shares of common stock, par value $0.10 per share (the "Common
Stock"), of OEA, Inc., a Delaware corporation (the "Company"), and the
associated rights to purchase Common Stock (the "Rights" and, together with the
Common Stock, the "Shares"), at a purchase price of $10.00 per Share, 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 24, 2000 (the "Offer
to Purchase") and in the related Letter of Transmittal (the "Letter of
Transmittal") (which, together with the Offer to Purchase, as amended or
supplemented from time to time, constitute the "Offer").
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented as follows: "The Offer has been
extended by the Purchaser for five business days, until 12:00 midnight, New York
City time, on Monday, May 1, 2000."
ITEM 12. EXHIBITS.
Item 12 is amended to add the following exhibit:
(a)(1)(J) Press Release dated April 25, 2000.
2
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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.
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AUTOLIV, INC.
By: /s/ JORGEN SVENSSON
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Name: Jorgen Svensson
Title: VICE PRESIDENT--LEGAL AFFAIRS,
GENERAL COUNSEL AND SECRETARY
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OEA MERGER CORPORATION
By: /s/ JORGEN SVENSSON
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Name: Jorgen Svensson
Title: VICE PRESIDENT AND TREASURER
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AUTOLIV ASP, INC.
By: /s/ JORGEN SVENSSON
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Name: Jorgen Svensson
Title: DIRECTOR
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Date: April 25, 2000
3
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(1)(J) Press Release dated April 25, 2000.
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P R E S S R E L E A S E
AUTOLIV SUBSIDIARY ANNOUNCES EXTENSION OF TENDER OFFER FOR SHARES OF OEA, INC.
(STOCKHOLM, APRIL 25, 2000) - AUTOLIV, INC. (NYSE: ALV AND SSE: ALIV) - THE
WORLDWIDE LEADER IN AUTOMOTIVE SAFETY SYSTEMS - ANNOUNCED TODAY THAT ITS
INDIRECT WHOLLY OWNED SUBSIDIARY, OEA MERGER CORPORATION, IS EXTENDING ITS
OFFER TO PURCHASE ALL OUTSTANDING SHARES OF COMMON STOCK OF OEA, INC. FOR
$10.00 PER SHARE, NET TO THE SELLER IN CASH, UNTIL MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, MAY 1, 2000. THE OFFER HAD PREVIOUSLY BEEN SCHEDULED TO
EXPIRE ON APRIL 24, 2000. THE TERMS OF THE EXTENDED OFFER OTHERWISE ARE
IDENTICAL TO THE ORIGINAL OFFER AS SET FORTH IN OFFERING MATERIALS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 2000.
BASED ON INFORMATION PROVIDED BY FIRST CHICAGO TRUST COMPANY OF NEW YORK, AS
DEPOSITARY, APPROXIMATELY 17,863,616 MILLION SHARES OF OEA, INC. HAVE BEEN
VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN (INCLUDING 158,521 SHARES SUBJECT
TO GUARANTEES OF DELIVERY), REPRESENTING APPROXIMATELY 81% OF ALL OUTSTANDING
SHARES. UNDER THE TERMS OF THE AMENDED AND RESTATED AGREEMENT AND PLAN OF
MERGER DATED AS OF MARCH 12, 2000 BETWEEN AUTOLIV, INC., OEA MERGER
CORPORATION AND OEA, INC., OEA MERGER CORPORATION MAY EXTEND THE OFFER FOR
FIVE BUSINESS DAYS IF THE NUMBER OF SHARES VALIDLY TENDERED AND NOT PROPERLY
WITHDRAWN IS LESS THAN 90% OF ALL OUTSTANDING SHARES. OEA MERGER CORPORATION
IS EXTENDING THE OFFER IN ORDER TO OBTAIN 90% OF ALL OUTSTANDING SHARES.
AUTOLIV, INC. DEVELOPS AND MANUFACTURES AUTOMOTIVE SAFETY SYSTEMS FOR ALL
MAJOR AUTOMOTIVE MANUFACTURERS IN THE WORLD. THE COMPANY HAS MORE THAN 60
WHOLLY OWNED SUBSIDIARIES AND JOINT VENTURES WITH CLOSE TO 23,000 EMPLOYEES
IN 29 VEHICLE-PRODUCING COUNTRIES. IN ADDITION, THE COMPANY HAS EIGHT
TECHNICAL CENTERS AROUND THE WORLD, INCLUDING 19 TEST TRACKS, MORE THAN ANY
OTHER AUTOMOTIVE SAFETY SUPPLIER. SALES IN 1999 AMOUNTED TO US $3.8 BILLION
AND NET INCOME US $200 MILLION. THE COMPANY'S SHARES ARE LISTED ON THE NEW
YORK STOCK EXCHANGE (NYSE: ALV), ITS SWEDISH DEPOSITARY RECEIPTS ON THE
STOCKHOLM STOCK EXCHANGE (SSE: ALIV) AND ITS STOCK OPTIONS ON THE CHICAGO
BOARD OPTIONS EXCHANGE (CBOE: ALV.)
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Inquires:
Lars Westerberg, President & CEO, Autoliv Inc., Tel +46 (8) 58 72 06 20
Tom Hartman, President Autoliv Inflators, Tel. +1 (801) 625-9564
Mats Odman, Dir. Corp. Comm., Tel +46 (8) 587 20 623 or +46 (708) 32 09 33
Barry Murphy, Director Investor Relations, Tel. +1 (248) 475-0409
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Autoliv Inc.< Autoliv North America, Inc.
Klarabergsviadukten 70, Sec. E 1320 Pacific Drive
P. O. Box 703 81, SE-107 24 Stockholm, Sweden Auburn Hills, MI 48326-1569, USA
Tel +46 (8) 58 72 06 00, Fax +46 (8) 411 70 25 Tel +1 (248) 475-0409, Fax +1 (248) 475-9831
e-mail: [email protected] e-mail: [email protected]
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