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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
AMENDMENT NO. 3
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. 3 (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. Capitalized terms used in this Amendment but not
defined herein have the meaning ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Company Board of Directors determined that, in the circumstances of the
Greenmarine 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 Greenmarine Offer be deferred to a later date.
Accordingly, pursuant to a resolution, the Company Board of Directors determined
that, for purposes of the Greenmarine Offer, the Distribution Date would be
extended until (i) 12:00 noon on September 8, 1997 or (ii) such other date as
may be determined in good faith by the Company Board of Directors.
On September 4, 1997, the Offeror filed an amendment to the Schedule 14D-1
relating to the extension by the Offeror of the Offer until 12:00 midnight, New
York City time, on September 8, 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 5, 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.*
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*Copy sent to shareholders of the Company.
**Previously filed.
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