<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT
NO. 6
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
OUTBOARD MARINE CORPORATION
(NAME OF SUBJECT COMPANY)
OMC ACQUISITION CORP.
A WHOLLY-OWNED SUBSIDIARY OF
DETROIT DIESEL CORPORATION
(BIDDERS)
COMMON STOCK, $.15 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
690020102
(CUSIP NUMBER OF COMMON STOCK)
TIMOTHY D. LEULIETTE
VICE CHAIRMAN
DETROIT DIESEL CORPORATION
13400 OUTER DRIVE, WEST
DETROIT, MICHIGAN 48239-4001
(313) 592-7231
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
------------------------
Copy to:
JOHN F. FARMER, ESQ.
VICE PRESIDENT
AND GENERAL COUNSEL
DETROIT DIESEL CORPORATION
13400 OUTER DRIVE, WEST
DETROIT, MICHIGAN 48239-4001
(313) 592-7111
================================================================================
<PAGE> 2
This Amendment No. 6 (this "Amendment") is to the Tender Offer Statement on
Schedule 14D-1 (the "Statement") that relates to the offer by OMC Acquisition
Corp., a Delaware corporation (the "Offeror") and a wholly-owned subsidiary of
Detroit Diesel Corporation, a Delaware corporation, to purchase 13,842,619
shares of Common Stock, par value $0.15 per share (the "Shares"), of Outboard
Marine Corporation, a Delaware corporation, at a purchase price of $16.00 per
Share, net to the seller in cash, without interest, upon the terms and subject
to the conditions set forth in the Offeror's Offer to Purchase and in the
related Letter of Transmittal each dated July 15, 1997 (which, as amended from
time to time, together constitute the "Offer"). The Offer is scheduled to expire
at 12:00 midnight, New York City time, on September 15, 1997, unless extended in
accordance with the Offer. The Statement was filed with the Securities and
Exchange Commission on July 15, 1997.
The item numbers and responses thereto below are in accordance with the
requirements of Schedule 14D-1. Capitalized terms used in this Amendment but not
defined herein have the meanings ascribed to them in the Offer and the
Statement.
ITEM 10. ADDITIONAL INFORMATION
The Offeror has terminated the Offer in accordance with the Offer. On
September 11, 1997, DDC, the Offeror and the Company entered into an agreement
pursuant to which the parties agreed that the Merger Agreement would be
terminated effective immediately prior to the consummation, on or before 6:00
p.m. Eastern Time on September 12, 1997, of a tender offer by Greenmarine
Acquisition Corp. ("Greenmarine") of not less than 90% of the then outstanding
shares of common stock of the Company (including any such shares then owned by
Greenmarine) at a price not less than $18.00 share of the Company's common
stock. DDC and the Offeror have been advised that such tender offer has been
consummated. Consequently, the Merger Agreement and Offer have terminated
effective September 12, 1997.
<PAGE> 3
SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: September 12, 1997 OMC ACQUISITION CORP.
By: /s/ TIMOTHY D. LEULIETTE
--------------------------------------
Name: Timothy D. Leuliette
Title: Vice Chairman
DETROIT DIESEL CORPORATION
By: /s/ TIMOTHY D. LEULIETTE
--------------------------------------
Name: Timothy D. Leuliette
Title: Vice Chairman
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE
EXHIBIT DESCRIPTION NO.
------- ----------- ----
<S> <C> <C>
99.(a)(1)* -- Offer to Purchase, dated July 15, 1997.
99.(a)(2)* -- Letter of Transmittal.
99.(a)(3)* -- Letter from Chase Securities Inc., as Dealer Manager, to
Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
99.(a)(4)* -- Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees to Clients.
99.(a)(5)* -- Notice of Guaranteed Delivery.
99.(a)(6)* -- Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
99.(a)(7)* -- Summary Announcement, dated July 15, 1997.
99.(a)(8)* -- Press Release issued by DDC on July 9, 1997.
99.(a)(9)* -- Press Release issued by DDC on July 10, 1997.
99.(a)(10)* -- Press Release issued by DDC on August 11, 1997.
99.(a)(11)* -- Press Release issued by DDC on August 26, 1997.
99.(a)(12)* -- Press Release issued by DDC on September 4, 1997.
99.(a)(13)* -- Press Release issued by DDC on September 9, 1997.
99.(a)(14) -- Press Release issued by DDC on September 12, 1997.
99.(b)(1)* -- Financing Commitment Letter, dated June 25, 1997, among DDC,
The Chase Manhattan Bank and Chase Securities Inc.
99.(c)(1)* -- Agreement and Plan of Merger, dated July 8, 1997, among DDC,
the Offeror and the Company.
99.(c)(2)* -- Agreement and Waiver, dated as of September 8, 1997, among
DDC, the Offeror and the Company
99.(c)(3) -- Letter agreement dated September 11, 1997, among DDC, the
Offeror and the Company.
99.(d) -- None.
99.(e) -- Not applicable.
</TABLE>
- -------------------------
* Previously filed
<PAGE> 1
EXHIBIT 99.(a)(14)
R-1244 Contact: Suzanne Truskowski
Manager, Public Affairs
Detroit Diesel Corporation
Phone: 313/592-7642
Fax: 313/592-5058
DETROIT DIESEL CORPORATION TENDER OFFER TERMINATED
FOR IMMEDIATE RELEASE
DETROIT, MICHIGAN, September 12, 1997 -- Detroit Diesel Corporation (NYSE: DDC)
today announced that its previously announced tender offer to acquire
13,842,619 shares of common stock of Outboard Marine Corporation (NYSE:OM), has
been terminated. In addition, DDC's merger agreement with OMC has been
terminated pursuant to an agreement with OMC. The tender offer had been
scheduled to expire on September 15, 1997.
Detroit Diesel Corporation is engaged in the design, manufacture,
sale and service of heavy-duty diesel and alternative fuel engines, automotive
diesel engines, and engine-related products; and provides financing through
Detroit Diesel Capital Corporation. The Company offers a complete line of
diesel engines from ten to 10,000 horsepower for the on-highway truck;
construction, mining and industrial; automotive; coach and bus; marine; power
generation; and military markets. Detroit Diesel services these markets
directly and through a worldwide network of more than 2,500 authorized
distributors and dealers. DDC is a QS-9000 certified company.
Detroit Diesel's major shareholder is Penske Corporation, a
closely-held, diversified transportation services company whose operations
include Penske Truck Leasing Company, Diesel Technology Company, AG Kuhnle,
Kopp and Kausch, Penske Automotive Group, Inc., Penske Auto Centers, Inc.,
Penske Motorsports, Inc., and Penske Capital Partners. The Penske group of
businesses has annual revenues exceeding $6 billion and employs more than
28,000 people around the world.
Detroit Diesel's World Wide Web address is http://www.detroitdiesel.com.
FOR MEDIA ONLY: For a complimentary facsimile copy of Detroit Diesel's
recent press releases call "Company News on Call" at 1-800-758-5804 ext 239425.
<PAGE> 1
EXHIBIT 99.(c)(3)
[OUTBOARD MARINE CORPORATION LETTERHEAD]
September 11, 1997
Mr. Timothy D. Leuliette
Vice Chairman
Detroit Diesel Corporation
13400 Outer Drive, West
Detroit, Michigan 48239
Dear Tim:
This acknowledges our agreement that, not withstanding anything to the contrary
in the Agreement and Plan of Merger (the "Merger Agreement") among Detroit
Diesel Corporation, OMC Acquisition Corp. and Outboard Marine Corporation (the
"Company"), dated as of July 8, 1997, as amended to the date hereof, including
the provisions of Section 10.1(e) of the Merger Agreement, the Merger Agreement
shall be terminated effective immediately prior to the consummation, on or
before 6:00 p.m. Eastern Time on September 12, 1997, of a tender offer by
Greenmarine Acquisition Corp. ("Greenmarine") of not less than 90% of the then
outstanding shares of common stock of the Company (including any such shares
then owned by Greenmarine) at a price not less than $18.00 per share of the
Company's common stock.
Sincerely,
OUTBOARD MARINE CORPORATION
/s/ Harry W. Bowman
- --------------------------------------------
Harry W. Bowman
Chairman of the Board, President and Chief
Executive Officer
ACCEPTED AND AGREED:
OMC ACQUISITION CORP.
/s/ Timothy D. Leuliette
- --------------------------------------------
By: VICE CHAIRMAN
-----------------------------------------
DETROIT DIESEL CORPORATION
/s/ Timothy D. Leuliette
- --------------------------------------------
By: VICE CHAIRMAN
-----------------------------------------
