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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3-Final Amendment)
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Wynn's International, Inc.
(Name of Subject Company, Issuer)
WI Holding Inc.
Parker-Hannifin Corporation
(Name of Filing Persons, Offerors)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
983195 10 8
(CUSIP Number of Class of Securities)
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Thomas A. Piraino, Jr., Esq.
Vice President, General Counsel and Secretary
Parker-Hannifin Corporation
6035 Parkland Boulevard
Cleveland, Ohio 44124-4141
(216) 896-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Offerors)
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Copy to:
Patrick J. Leddy, Esq.
Jones, Day, Reavis & Pogue
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [X]
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This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO originally filed with the Securities and Exchange Commission on June
22, 2000 as amended on July 11, 2000 and July 13, 2000 (the "Schedule TO") by
Parker-Hannifin Corporation, an Ohio corporation (the "Purchaser"), and WI
Holding Inc., a Delaware corporation and a wholly owned subsidiary of the
Purchaser ("Merger Sub"). The Schedule TO relates to the offer by the Purchaser
and Merger Sub to purchase all of the outstanding common stock, par value $0.01
per share, including the associated preferred share purchase rights (the
"Shares"), of Wynn's International, Inc., a Delaware corporation (the
"Company"), at a purchase price of $23.00 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated June 22, 2000 and as amended on July 11, 2000
and July 13, 2000 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, as they may be amended or supplemented from time to time,
together constitute the "Offer"), which are annexed to and filed with the
Schedule TO as Exhibits (a)(1) and (a)(2), respectively. This Amendment No. 3 to
the Schedule TO is being filed on behalf of the Purchaser and Merger Sub.
Item 8. Interest in Securities of the Subject Company.
Item 8 is hereby amended and supplemented by adding the following thereto:
The Offer expired at 12:00 Midnight, New York City time, on Thursday,
July 20, 2000. Based on information provided by the Depositary, approximately
18,262,997 Shares, including 585,582 shares tendered pursuant to guaranteed
delivery procedures, or 97.61% of the outstanding Shares, were validly tendered
and not withdrawn pursuant to the Offer. Merger Sub has accepted for payment and
has notified the Depositary to promptly pay for the tendered and accepted
Shares, in accordance with the terms of the Offer. On July 21, 2000, the
Purchaser issued a press release to such effect. The full text of the press
release is filed herewith as Exhibit (a)(9) and is incorporated by reference
herein.
Item 12. Exhibits
Item 12 is hereby amended and supplemented by adding the following exhibit
thereto:
(a)(9) Text of Press Release, dated July 21, 2000, issued by the
Purchaser.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: July 21, 2000 PARKER-HANNIFIN CORPORATION
By: /s/ Duane E. Collins
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Name: Duane E. Collins
Title: Chairman and Chief Executive
Officer
WI HOLDING INC.
By: /s/ Thomas A. Piraino
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Name: Thomas A. Piraino
Title: Vice President, General Counsel
and Secretary
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Exhibit Index
*(a)(1) Offer to Purchase, dated June 22, 2000.
*(a)(2) Letter of Transmittal.
*(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
*(a)(4) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
*(a)(5) Notice of Guaranteed Delivery.
*(a)(6) Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
*(a)(7) Joint press release issued by the Purchaser and the Company on
June 13, 2000.
*(a)(8) Form of Summary Advertisement, dated June 22, 2000.
(a)(9) Press release issued by the Purchaser on July 21, 2000.
*(d)(1) Confidentiality Agreement between the Purchaser and the Company,
dated February 7, 2000 (incorporated by reference to Exhibit (e)(1)
to the Schedule 14D-9 of the Company filed on June 22, 2000).
*(d)(2) Agreement and Plan of Merger, dated as of June 13, 2000, by and among
the Company, the Purchaser and Merger Sub.
*(d)(3) Stockholder Tender Agreement, dated June 13, 2000, by and among the
Purchaser, Merger Sub and James Carroll.
*(d)(4) Consulting Agreement, dated as of June 13, 2000, by and between the
Purchaser and James Carroll.
*(f) Section 262 of the Delaware General Corporation Law.
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*Previously filed.
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