<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-9/A
AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
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)
------------------------
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
================================================================================
<PAGE> 2
This Amendment No. 1 (this "Amendment") is to the
Solicitation/Recommendation Statement on Schedule 14D-9 that relates to the
offer by Greenmarine Acquisition Corp., a Delaware corporation (the "Offeror")
and a wholly-owned subsidiary of Greenmarine Holdings LLC, a Delaware limited
liability company (the "Parent"), disclosed in a Tender Offer Statement on
Schedule 14D-1 dated August 8, 1997, as amended, (the "Greenmarine Schedule
14D-1"), to purchase all outstanding shares of Common Stock, par value $0.15
per share (the "Shares"), of Outboard Marine Corporation, a Delaware
corporation (the "Company"), together with (unless and until Greenmarine
declares that the Rights Condition (as defined in the Offer defined below) is
satisfied) the associated preferred stock purchase rights (the "Rights") issued
pursuant to the Rights Agreement, dated as of April 24, 1996, as amended (the
"Rights Agreement"), by and between the Company and First Chicago Trust Company
of New York, as Rights Agent, at a price of $18.00 per Share (and associated
Right), net to the seller in cash, without interest thereon (the "Offer
Price"), upon the terms and subject to the conditions set forth in the Offer to
Purchase and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer").
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
During the Company's Board of Directors meeting held on August 20,
1997, the Company's Board of Directors determined that in the circumstances of
the Offer, it was advisable for the administration of the Rights Agreement that
the occurrence of the Distribution Date (as defined in the Rights Agreement)
as it applied to the Offer be deferred to a later date. Pursuant to a
resolution adopted at the August 20, 1997 meeting, the Company's Board of
Directors determined that, for purposes of the Offer, the Distribution Date
would be extended to (i) the close of business on September 4, 1997 or (ii) such
other date as may be determined in good faith by the Company's Board of
Directors.
On August 23, 1997, the Company delivered comments to representatives
of the Offeror with regard to the Offeror's proposed merger agreement draft.
On August 26, 1997, OMC Acquisition Corp. extended the DDC Offer until
midnight September 3, 1997.
1
<PAGE> 3
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 is true, complete
and correct.
Dated: August 27, 1997 OUTBOARD MARINE CORPORATION
By: /s/ HARRY W. BOWMAN
-----------------------------------------
Name: Harry W. Bowman
Title: Chairman of the Board,
President and Chief
Executive Officer
2
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<S> <C>
* Exhibit 99.1: Severance Agreement dated as of March 31, 1997, between Harry W.
Bowman and the Company.
* Exhibit 99.2: 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 99.3: 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 99.4: The OMC Executive Equity Incentive Plan
* Exhibit 99.5: The OMC 1994 Long-Term Incentive Plan
</TABLE>
- ---------------
* Previously filed
3
