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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
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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
CALCULATION OF FILING FEE
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Transaction Valuation(1) Amount of Filing Fee(2)
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$451,987,605 $90,397.52
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(1) This amount assumes the purchase at $23.00 per share, pursuant to the
Offer to Purchase, of all 18,688,809 shares of common stock, including the
associated preferred share purchase rights (the "Shares") of Wynn's
International, Inc. outstanding as of June 20, 2000 and 962,826 shares
reserved for issuance pursuant to stock-based plans and the awards
outstanding thereunder as of June 20, 2000.
(2) The fee, calculated in accordance with Rule 0-11(d) of the Securities
Exchange Act of 1934, is 1/50 of one percent of the aggregate of the cash
offered by the Bidders.
[_]Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and date of its filing.
Amount Previously Paid: Filing Party:
Form or Registration No.: Date Filed:
[_]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: [_]
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This Schedule TO relates to the offer 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"), 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 (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 this Schedule TO as Exhibits (a)(1) and (a)(2),
respectively. This Schedule TO is being filed on behalf of the Purchaser and
Merger Sub. The information set forth in the Offer to Purchase and the related
Letter of Transmittal is incorporated herein by reference with respect to
Items 1 through 9 and 11 of this Schedule TO.
Item 3. Identity and Background of Filing Person.
None of the Purchaser, Merger Sub or, to the best knowledge of such
corporations, any of the persons listed on Schedule I to the Offer of
Purchase, has during the last five years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been
a party to any judicial or administrative proceeding (except for matters that
were dismissed without sanction or settlement) that resulted in a judgment,
decree or final order enjoining the person from future violations of, or
prohibiting activities subject to, federal or state securities laws or finding
any violation of such laws.
Item 10. Financial Statements of Certain Bidders.
Not Applicable.
Item 11. Additional Information.
Not Applicable.
Item 12. Exhibits.
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(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.
(d)(1) Confidentiality Agreement between the Purchaser and the Company, dated
as of 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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Item 13. Information Required by Schedule 13E-3.
Not Applicable.
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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: June 22, 2000
PARKER-HANNIFIN CORPORATION
/s/ Duane E. Collins
By: _________________________________
Name: Duane E. Collins
Title: Chairman and Chief
Executive Officer
WI HOLDING INC.
/s/ Thomas A. Piraino, Jr.
By: _________________________________
Name: Thomas A. Piraino, Jr.
Title: Vice President, General
Counsel and Secretary
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Exhibit Index
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(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.
(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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