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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
AMENDMENT NO. 5
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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OUTBOARD MARINE CORPORATION
(NAME OF SUBJECT COMPANY)
OUTBOARD MARINE CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.15 PER SHARE
(TITLE OF CLASS OF SECURITIES)
690020102
(CUSIP NUMBER OF CLASS OF SECURITIES)
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HARRY W. BOWMAN
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
OUTBOARD MARINE CORPORATION
100 SEA HORSE DRIVE
WAUKEGAN, ILLINOIS 60085
(847) 689-6200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
With a copy to:
D. JEFFREY BADDELEY, ESQ.
VICE PRESIDENT, SECRETARY
AND GENERAL COUNSEL
OUTBOARD MARINE CORPORATION
100 SEA HORSE DRIVE
WAUKEGAN, ILLINOIS 60085
(847) 689-6200
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This Amendment No. 5 (this "Amendment") is to the
Solicitation/Recommendation Statement on Schedule 14D-9, as amended (the
"Schedule 14D-9"), 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 ("DDC"), disclosed in a Tender Offer
Statement on Schedule 14D-1 dated July 15, 1997, as amended (the "Schedule
14D-1"), to purchase 13,842,619 shares of Common Stock, par value $0.15 per
share (the "Shares"), of Outboard Marine Corporation, a Delaware corporation
(the "Company"), 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, together with any amendments or supplements thereto,
collectively constitute the "Offer").
The item numbers and responses thereto below are in accordance with the
requirements of Schedule 14D-9. The information set forth under each item below
is in addition to, and not in lieu of, information previously set forth
thereunder. Capitalized terms used in this Amendment but not defined herein have
the meanings ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
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 (including any such Shares then owned by Greenmarine) at a price not less
than $18.00 per Share. On September 12, 1997, Greenmarine announced that such
tender offer has been consummated. Consequently, the Merger Agreement and Offer
have terminated effective September 12, 1997.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 14D-9/A is true,
complete and correct.
Dated: September 15, 1997 OUTBOARD MARINE CORPORATION
By: /s/ HARRY W. BOWMAN
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Name: Harry W. Bowman
Title: Chairman of the Board,
President and Chief
Executive Officer
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EXHIBIT INDEX
**Exhibit 99.1: Agreement and Plan of Merger dated as of July 8, 1997,
among Detroit Diesel Corporation, OMC Acquisition Corp. and
Outboard Marine Corporation.
**Exhibit 99.2: Severance Agreement dated as of March 31, 1997, between
Harry W. Bowman and the Company.
**Exhibit 99.3: Form of Severance Agreement between Outboard Marine
Corporation and each of George L. Schueppert, Carlisle R.
Davis, Richard H. Medland, Clark J. Vitulli, D. Jeffrey
Baddeley, John D. Flaig and Thomas G. Goodman, providing
for a lump-sum payment of 200% of the sum of Base Pay and
Incentive Pay; and between Outboard Marine Corporation and
each of Peter W. Brown, Miles E. Dean, Hans Lamens, Robert
S. Romano, Peter L. Schelle, Gary F. Swartz, Raymond M.
Cartade, Edgar M. Frandle, Grainger B. McFarlane, Russell
J. VanRens, Paul R. Rabe, Robert F. Young, George L.
Broughton, Paula S. Rummage and Peter J. VanLancker,
provide for a lump-sum payments of 100% of the sum of Base
Pay and Incentive Pay.
**Exhibit 99.4: The form of Amended and Restated Severance Agreement
between Outboard Marine Corporation and each of Jack L.
Feurig, Dennis G. Holmes, Robert J. Moerchen and J.P.
Murphy.
**Exhibit 99.5: Fairness Opinion of Salomon Brothers Inc dated July 8, 1997
(filed as Annex A to this Schedule 14D-9).*
**Exhibit 99.6: Form of letter dated July 15, 1997 to be sent to the
shareholders of Outboard Marine Corporation.*
**Exhibit 99.7: Agreement and Waiver dated as of September 8, 1997, among
Detroit Diesel Corporation, Outboard Marine Acquisition
Corp. and Outboard Marine Corporation.
**Exhibit 99.8: Press Release issued by Outboard Marine Corporation on
September 9, 1997.
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*Copy sent to shareholders of the Company.
**Previously filed.
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