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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT
NO. 2
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. 2 (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 ("DDC"), 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 (the "Offer
Price"), without interest, upon the terms and subject to the conditions set
forth in the Offeror's Offer to Purchase (the "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 August 11, 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
At the request of the Company, 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 August 25, 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: August 11, 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>
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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.(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.
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* Previously filed
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EXHIBIT 99.(A)(10)
R-1237 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, August 11, 1997 -- Detroit Diesel Corporation (NYSE: DDC)
reported today that its previously announced tender offer to acquire 13,842,619
shares of common stock of Outboard Marine Corporation (NYSE: OM) was extended at
the request of Outboard Marine until 12 midnight, August 25, 1997, as required
under the terms of the merger agreement between DDC and OMC. The tender offer
was originally scheduled to expire on August 11, 1997.
Detroit Diesel Corporation said that approximately 1,926,774 shares of OMC
common stock had been validly tendered and not withdrawn as of the close of
business on August 8, 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.
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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