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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT
NO. 5
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. 5 (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, to purchase 13,842,619
shares of Common Stock, par value $0.15 per share (the "Shares"), of Outboard
Marine Corporation, a Delaware corporation, 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, 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 September 8, 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
In accordance with the Offer and the Agreement and Waiver dated as of
September 8, 1997, among DDC, the Offeror and the Company (the "Agreement and
Waiver"), the Offeror has extended the Offer. The Offer will now expire at 5:00
p.m., Eastern Daylight Time, on September 15, 1997, unless extended in
accordance with the Offer.
Pursuant to the Agreement and Waiver, DDC has waived its right to receive
the Termination Fee. DDC and the Offeror have also acknowledged and agreed
pursuant to the Agreement and Waiver that: (a) the Company may take certain
actions to facilitate competing transactions -- including, without limitation,
taking actions necessary to render Section 203 of the DGCL, Article Eighteenth
of the Company's Restated Certificate of Incorporation and the provisions of the
Rights Agreement dated as of April 24, 1996, as amended by Amendment No. 1 dated
July 8, 1997, between the Company and First Chicago Trust Company of New York,
inapplicable to such transactions, and amending certain employee bonus,
severance and pensions plans -- without breaching the Merger Agreement, and (b)
the payment of funds described in the agreement will be in lieu of any and all
damages, costs and expenses for breach of the Merger Agreement by the Company or
against any other party making a competing offer that the Company facilitates,
provided that nothing in this clause (b) will in any way prevent DDC or the
Offeror from bringing any counterclaim or other legal action in response to any
legal action by such other party relating to the Offer, the Merger, the Merger
Agreement or the competing transaction. The Company paid DDC $7.5 million
pursuant to the Agreement and Waiver, which also provides that if DDC is
required to return such funds for any reason whatsoever, then the waiver and
other provisions described above will be deemed void ab initio.
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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: September 9, 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.(a)(10)* -- Press Release issued by DDC on August 11, 1997.
99.(a)(11)* -- Press Release issued by DDC on August 26, 1997.
99.(a)(12)* -- Press Release issued by DDC on September 4, 1997.
99.(a)(13) -- Press Release issued by DDC on September 9, 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.(c)(2) -- Agreement and Waiver, dated as of September 8, 1997, among
DDC, the Offeror and the Company
99.(d) -- None.
99.(e) -- Not applicable.
</TABLE>
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* Previously filed
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EXHIBIT 99.(A)(13)
R-1243
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, September 9, 1997 -- Detroit Diesel Corporation (NYSE: DDC)
today announced it has agreed with Outboard Marine Corporation (NYSE:OM) to
extend its previously announced tender offer to acquire 13,842,619 shares of
common stock of OMC until 5 p.m. E.S.T., on September 15, 1997. The tender
offer was scheduled to expire on September 8, 1997.
In addition, DDC and OMC agreed to modify their Agreement and Plan of
Merger dated July 8, 1997 to provide that DDC will waive its contingent right
to a $15.7 million liquidated damages fee and OMC will immediately pay DDC $7.5
million in consideration of the waiver and extension and to cover transaction
expenses to date.
Timothy D. Leuliette, Vice Chairman of Detroit Diesel Corporation,
said, "Our original offer was approved by the OMC Board following a
comprehensive sale and bidding process and a thorough review of OMC. The
scheduled closing has been significantly delayed," continued Mr. Leuliette,
"but we believe that our combined cash and DDC stock package at $16 per share
remains a fair price for the company. At the same time, given the business
environment in which our companies operate, we are concerned that further
delays will cause more damage to the operating and financial performance of
OMC, and therefore, our offer cannot be held open indefinitely."
Detroit Diesel Corporation said that 397,724 shares of OMC common
stock had been validly tendered and not withdrawn as of the close of business
on September 8, 1997. Further details are available in the tender offer
documents on file with the Securities and Exchange Commission.
Detroit Diesel Corporation is engaged in the design, manufacture, sale
and service of heavy-duty diesel and alternative fuel engines, automotive
diesel engines, and engine-related products; and provides financing through
Detroit Diesel Capital Corporation. The Company offers a complete line of
diesel engines from ten to 10,000 horsepower for the on-highway truck;
construction, mining and industrial; automotive; coach and bus; marine; power
generation; and military markets. Detroit Diesel services these markets
directly and through a worldwide network of more than 2,500 authorized
distributors and dealers. DDC is a QS-9000 certified company.
Detroit Diesel's major shareholder is Penske Corporation, a
closely-held, diversified transportation services company whose operations
include Penske Truck Leasing Company, Diesel Technology Company, AG Kuhnle,
Kopp and Kausch, Penske Automotive Group, Inc., Penske Auto Centers, Inc.,
Penske Motorsports, Inc., and Penske Capital Partners. The Penske group of
businesses has annual revenues exceeding $6 billion and employs more than
28,000 people around the world.
Detroit Diesel's World Wide Web address is
http://www.detroitdiesel.com.
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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EXHIBIT 99.(C)(2)
Agreement and Waiver
This Agreement and Waiver is dated as of September 8, 1997, among
Detroit Diesel Corporation, OMC Acquisition Corp. and Outboard Marine
Corporation.
Recitals
A. Purchaser, Merger Sub and the Company are parties to the
Agreement and Plan of Merger dated as of July 8, 1997 (the "Merger Agreement").
Capitalized terms used and not otherwise defined in this Agreement will have
the meanings set forth in the Merger Agreement.
B. Purchaser, Merger Sub and the Company desire to modify the
Merger Agreement upon the terms and conditions set forth in this Amendment.
Therefore the parties agree as follows:
1. Waiver and Acknowledgements. Purchaser hereby waives its
right to receive the fee described in Section 10.2(b) of the Merger Agreement.
Purchaser and Merger Sub hereby acknowledge and agree that: (a) the Company may
take certain actions to facilitate competing transactions--including, without
limitation, taking actions necessary to render Section 203 of the DGCL, Article
Eighteenth of the Company's Restated Certificate of Incorporation and the
provisions of the Rights Agreement dated as of April 24, 1996, as amended by
Amendment No. 1 dated July 8, 1997, between the Company and First Chicago Trust
Company of New York, inapplicable to such transactions, and amending certain
employee bonus, severance and pension plans--without breaching the Merger
Agreement, and (b) the payment of funds described in Section 3 will be in lieu
of any and all damages, costs and expenses for breach of the Merger Agreement
by the Company or against any other party making a competing offer that the
Company facilitates, provided that nothing in this clause (b) will in any way
prevent Purchaser or Merger Sub from bringing any counterclaim or other legal
action in response to any legal action by such other party relating to the
Offer, the Merger, the Merger Agreement or the competing transaction.
2. Extension. Merger Sub will extend the Offer to 5:00 p.m.,
Eastern Daylight Time, on September 15, 1997.
3. Payment. The Company will pay Purchaser $7.5 million by wire
transfer to such account as Purchaser designates no later than 12:00 noon,
Eastern Daylight Time, on September 9, 1997. If Purchaser does not receive
these funds or is required to return such funds for any reason whatsoever, then
the waiver and other provisions in Section 1 will be deemed void ab initio.
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4. Press Release. On September 9, 1997, Purchaser and the
Company will each issue a press release disclosing the terms of this Agreement
and Waiver and indicating that Purchaser, Merger Sub and the Company have
mutually agreed to extend the Offer.
DETROIT DIESEL CORPORATION
By: /s/ Timothy D. Leuliette
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Its: Vice Chairman
OMC ACQUISITION CORP.
By: /s/ Timothy D. Leuliette
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Its: Vice Chairman
OUTBOARD MARINE CORPORATION
By: /s/ Harry W. Bowman
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Its: Chairman of the Board,
President and Chief
Executive Officer
