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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT
NO. 1
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. 1 (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
The fifth paragraph of Section 1 of the Offer to Purchase is hereby amended
and restated to read as follows:
Subject to the applicable rules and regulations of the Commission, the
Offeror also expressly reserves the right, in its sole discretion at any
time and from time to time, (1) to delay acceptance for payment of, or,
regardless of whether such Shares were theretofore accepted for payment,
payment for, any Shares pending receipt of any regulatory approval
specified in Section 16, (2) to terminate the Offer and not accept for
payment any Shares upon the occurrence of any of the conditions specified
in Section 15 and (3) subject to the limitations set forth in the Merger
Agreement and described below, at any time or from time to time, to amend
the Offer in any respect. The Offeror acknowledges that (1) Rule 14e-1(c)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
requires the Offeror to pay the consideration offered or return the Shares
tendered promptly after the termination or withdrawal of the Offer and (2)
the Offeror may not delay acceptance for payment of, or payment for (except
as provided in clause (1) of the first sentence of this paragraph), any
Shares upon the occurrence of the conditions specified in Section 15
without extending the period of time during which the Offer is open.
The first sentence of the first paragraph of Section 2 of the Offer to
Purchase is hereby amended and restated to read as follows:
Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), the Offeror will accept for payment and will pay
for, 13,842,619 Shares to the extent such Shares are validly tendered prior
to the Expiration Date and not theretofore withdrawn in accordance with
Section 4, promptly after the Expiration Date. Subject to applicable rules
and regulations of the Commission, the Purchaser expressly reserves the
right to delay acceptance for payment of, or payment for, Shares in order
to comply, in whole or in part, with any other applicable law or government
regulation. See Section 16.
The following sentence is hereby added to the end of the third paragraph of
Section 10 of the Offer to Purchase:
Notwithstanding the terms of the Commitment Letter, DDC does not expect to
use the net proceeds of the senior subordinated notes referenced in the
Commitment Letter to finance the Offer.
The ninth paragraph of Section 10 of the Offer to Purchase is hereby
amended and restated to read as follows:
The purchase of Shares pursuant to the Offer may, without the
requisite consents, result in an event of default under certain credit
facilities to which affiliates of the Offeror are parties in an aggregate
principal amount of approximately $25 million. While the Offeror expects to
obtain the requisite consents
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prior to the Offer being consummated, the Offeror's obligation to accept
Shares tendered pursuant to the Offer is not conditioned on the obtaining
of these consents. In addition, the purchase of Shares under the Offer may
result in a default under certain credit facilities of the Company in an
aggregate principal amount of approximately $300 million. It is the
Offeror's present intention, upon obtaining control of the Company, to
cause the Company to replace these facilities.
The eighth paragraph of Section 12 of the Offer to Purchase is hereby
amended and restated to read as follows:
Plans for the Company. Except as otherwise set forth in this Offer to
Purchase, it is expected that, initially following the Merger, the business
and operations of the Company will be continued by the Surviving
Corporation substantially as they are currently being conducted. The
Company or the Surviving Corporation may be required to repurchase certain
of the Company's 7.00% convertible subordinated debentures pursuant to the
related Indenture at 100% of the principal amount thereof (approximately
$75 million) in connection with the purchase of shares by the Offeror
pursuant to the Offer, and the Surviving Corporation may redeem any
remaining debentures pursuant to the related Indenture at 103.5% of the
principal amount thereof, although it would not be required to do so. Also,
the Merger Agreement provides that prior to the Effective Time (as defined
below), the Company will not (i) declare, set aside or pay any dividend
(whether in cash, stock or property) or make any other distribution or
payment with respect to any shares of its capital stock or (ii) directly or
indirectly redeem, purchase or otherwise acquire any shares of its capital
stock or make any commitment for any such action.
The introductory paragraph of Section 15 of the Offer to Purchase is
amended and restated to read as follows (the remainder of such section,
including the list of conditions to the Offer, is unchanged):
Notwithstanding any other term of the Offer or the Merger Agreement,
the Offeror shall not be required to accept for payment or pay for, subject
to any applicable rules and regulations of the Commission, any Shares not
theretofore accepted for payment or paid for and may terminate or amend the
Offer as to such Shares unless (1) the Minimum Condition is satisfied prior
to the Expiration Date, (2) any waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (the "HSR Act") applicable to the
purchase of Shares pursuant to the Offer shall have expired or been
terminated and (3) approvals required by law to be obtained prior to the
consummation of the Offer under any foreign antitrust or competition laws
("Foreign Antitrust Laws") to the purchase of Shares pursuant to the Offer
shall have been obtained. Furthermore, notwithstanding any other term of
the Offer or the Merger Agreement, the Offeror shall not be required to
accept for payment or to pay for any Shares not theretofore accepted for
payment or paid for, and may terminate or amend the Offer if at any time on
or after the date of the Merger Agreement and prior to the Expiration Date,
any of the following conditions exist or shall occur and remain in effect:
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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 , 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.(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
