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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT
NO. 4
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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)
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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
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This Amendment No. 4 (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 3, 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
In accordance with the Offer, the Offeror has extended the Offer. The Offer
will now expire at 12:00 midnight, New York City time, on September 8, 1997,
unless extended in accordance with the Offer.
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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 4, 1997 OMC ACQUISITION CORP.
By: /s/ TIMOTHY D. LEULIETTE
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Name: Timothy D. Leuliette
Title: Vice Chairman
DETROIT DIESEL CORPORATION
By: /s/ TIMOTHY D. LEULIETTE
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Name: Timothy D. Leuliette
Title: Vice Chairman
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EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE
EXHIBIT DESCRIPTION NO.
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<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.(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.(d) -- None.
99.(e) -- Not applicable.
</TABLE>
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* Previously filed
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EXHIBIT 99.(a)(12)
R-1241 Contact: Suzanne Truskowski
Manager, Public Affairs
Detroit Diesel Corporation
Phone: 313/592-7642
Fax: 313/592-5058
DETROIT DIESEL CORPORATION TENDER OFFER EXTENDED
FOR IMMEDIATE RELEASE
DETROIT, MICHIGAN, September 4, 1997 -- Detroit Diesel Corporation (NYSE: DDC)
today announced that it has extended its previously announced tender offer to
acquire 13,842,619 shares of common stock of Outboard Marine Corporation (NYSE:
OM) until 12 midnight, September 8, 1997, in accordance with the terms of the
merger agreement between DDC and OMC. The tender offer was scheduled to expire
on September 3, 1997.
Detroit Diesel Corporation said that 456,404 shares of OMC common stock had
been validly tendered and not withdrawn as of the close of business on September
3, 1997. Except for the extension of the scheduled expiration date of the tender
offer, all terms and conditions of the transaction remain the same. Further
details are available in the tender offer documents on file with the Securities
and Exchange Commission.
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.
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