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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. 4 -- FINAL AMENDMENT)
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.
/X/ 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: $43,899 Filing Party: Autoliv, Inc.,
OEA Merger
Corporation
Form or registration no.: Schedule TO Date Filed: March 24, 2000
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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: /X/
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This Amendment No. 4, constituting the final amendment, 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").
Capitalized terms used and not defined herein shall have the meanings assigned
to such terms in the Offer to Purchase and the Schedule TO.
ITEM 8. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY.
At 12:00 midnight, New York City time on Monday, May 1, 2000 the Offer
expired. Based on preliminary information provided by the Depositary,
approximately 19,507,906 Shares were validly tendered and not withdrawn pursuant
to the Offer (including 95,632 Shares subject to guarantees of delivery), which
together represent approximately 95% of the outstanding Shares. The Purchaser
has accepted for payment all such Shares at the purchase price of $10.00 per
Share, net to the seller in cash.
ITEM 12. EXHIBITS.
Item 12 is amended to add the following exhibit:
(a)(1)(L) Press Release dated May 2, 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: May 2, 2000
3
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(1)(A) Offer to Purchase dated March 24, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter from the Information Agent to Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees
(a)(1)(E) Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(G) Summary Advertisement as published on March 24, 2000
(a)(1)(H) Press Release dated March 13, 2000.
(a)(1)(J) Press Release dated April 6, 2000.
(a)(1)(K) Press Release dated April 26, 2000.
(a)(1)(L) Press Release dated May 2, 2000.
(b) Credit Agreement dated March 22, 2000 among Autoliv ASP,
Inc. as Borrower, Autoliv, Inc. as Guarantor, Skandinaviska
Enskilda Banken AB (publ) as Lender and SEB Debt Capital
Markets as Arranger.
(d) Amended and Restated Agreement and Plan of Merger, dated as
of March 12, 2000, by and among Autoliv, Inc., OEA Merger
Corporation and OEA, Inc.
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P R E S S R E L E A S E
AUTOLIV COMPLETES TENDER OFFER FOR SHARES OF OEA
(STOCKHOLM, MAY 2, 2000) - AUTOLIV, INC. (NYSE: ALV AND SSE: ALIV) - THE
WORLDWIDE LEADER IN AUTOMOTIVE SAFETY SYSTEMS - ANNOUNCED TODAY A SUCCESSFUL
COMPLETION OF THE TENDER OFFER BY OEA MERGER CORPORATION, AN INDIRECT WHOLLY
OWNED SUBSIDIARY OF AUTOLIV, INC. FOR ALL OUTSTANDING SHARES OF COMMON STOCK
OF OEA, INC. FOR $10.00 PER SHARE, NET TO THE SELLER IN CASH. THE TENDER
OFFER EXPIRED, AT MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, MAY 1, 2000; OEA
MERGER CORPORATION 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 19,507,906 SHARES OF OEA, INC. HAVE BEEN ACQUIRED BY OEA MERGER
CORPORATION (INCLUDING 95,632 SHARES SUBJECT TO GUARANTEES OF DELIVERY),
REPRESENTING APPROXIMATELY 95% OF ALL OUTSTANDING SHARES.
PAYMENT FOR SHARES PROPERLY TENDERED AND ACCEPTED WILL BE MADE AS PROMPTLY AS
PRACTICABLE AND, IN THE CASE OF SHARES TENDERED BY GUARANTEED DELIVERY
PROCEDURES, PROMPTLY AFTER TIMELY DELIVERY OF SHARES AND REQUIRED
DOCUMENTATION.
AS PREVIOUSLY ANNOUNCED, AUTOLIV, INC. WILL ACQUIRE THE REMAINING OEA, INC.
SHARES IN A MERGER IN WHICH EACH SHARE OF OEA, INC. COMMON STOCK WILL BE
CONVERTED INTO THE RIGHT TO RECEIVE $10.00 IN CASH, SUBJECT TO APPRAISAL
RIGHTS, AND FOLLOWING WHICH OEA, INC. WILL BECOME AN INDIRECT WHOLLY OWNED
SUBSIDIARY OF AUTOLIV, INC. AUTOLIV, INC. AND OEA, INC. EXPECT TO CONSUMMATE
THE MERGER AS SOON AS PRACTICABLE.
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Inquires:
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
Website: www.autoliv.com
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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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