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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. 2)
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. 2 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 statutory
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, applicable to the purchase of Shares pursuant to the Offer has
expired on April 5, 2000."
ITEM 12. EXHIBITS.
Item 12 is amended to add the following exhibit:
(a)(1)(I) Press Release dated April 6, 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
-----------------------------------------
Name: Jorgen Svensson
Title: VICE PRESIDENT AND TREASURER
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AUTOLIV, INC.
By: /s/ JORGEN SVENSSON
-----------------------------------------
Name: Jorgen Svensson
Title: DIRECTOR
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Date: April 13, 2000
3
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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(a)(1)(I) Press Release dated April 6, 2000.
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Exhibit 99(i)
P R E S S R E L E A S E
AUTOLIV TENDER OFFER CLEARS HSR
(STOCKHOLM, APRIL 6, 2000) - AUTOLIV INC. (NYSE: ALV AND SSE: ALIV) - THE
WORLDWIDE LEADER IN AUTOMOTIVE SAFETY SYSTEMS - ANNOUNCED TODAY THAT THE WAITING
PERIOD APPLICABLE TO ITS PURCHASE OF THE OUTSTANDING COMMON SHARES OF OEA, INC.
UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENT ACT OF 1976 EXPIRED ON APRIL
5, 2000. THE EXPIRATION OF THE WAITING PERIOD SATISFIES ONE OF THE CONDITIONS OF
THE AUTOLIV OFFER TO PURCHASE OEA SHARES SCHEDULED TO EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY APRIL 24, 2000. THE OFFER IS ALSO SUBJECT TO OTHER
CONDITIONS.
AUTOLIV INC. DEVELOPS AND MANUFACTURES AUTOMOTIVE SAFETY SYSTEMS FOR ALL MAJOR
AUTOMOTIVE MANU-FACTURERS 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.)
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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