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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. 2)
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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
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[ ] 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 Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO originally filed with the Securities Exchange Commission on June 22,
2000 as amended on July 11, 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 (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. 2 to the Schedule TO is being filed on
behalf of the Purchaser and Merger Sub.
Summary Term Sheet
The fourth question and answer in the summary term sheet of the Offer to
Purchase is hereby amended and restated in its entirety as follows:
Do you have the financial resources to make payment?
The Purchaser will provide Merger Sub with the funds required to pay
for the shares. The Purchaser will finance the purchase with funds
borrowed pursuant to its existing commercial paper program and funds
borrowed under an unsecured revolving credit facility. It is expected that
funds borrowed under the revolving credit facility will be repaid with
funds raised through one or more issuances (depending on market conditions
and other factors) of debt securities under the Purchaser's effective
"shelf" registration statement currently on file with the SEC, and that the
revolving credit facility will be repaid in full by December 15, 2000. The
offer is not contingent on obtaining any financing. (See page 32)
Item 4. Terms of the Offer
The fifth paragraph of Section 1 of the Offer to Purchase is hereby
amended and restated in its entirety as follows:
If Merger Sub extends the Offer or if Merger Sub is delayed in its
acceptance for payment of or payment (whether before or after Merger Sub's
acceptance for payment of Shares) for Shares or Merger Sub is unable to pay
for Shares pursuant to the Offer for any reason, then, without prejudice to
its rights under the Offer, the Depositary may retain tendered Shares on
behalf of Merger Sub, and such Shares may not be withdrawn except to the
extent tendering stockholders are entitled to withdrawal rights as
described in Section 4. However, Merger Sub's ability to delay the payment
for Shares that is has accepted for payment is limited by Rule 14e-1(c)
under the Exchange Act, which requires that a bidder pay the consideration
offered or return the securities deposited by or on behalf of holders of
securities promptly after the termination or withdrawal of such bidder's
offer, and by the terms of the Merger Agreement, which require that Merger
Sub pay for Shares accepted for payment as soon as reasonably practicable
after the Expiration Date. Unless the Offer is terminated or withdrawn,
all conditions to the Offer, other than necessary governmental approvals,
will be satisfied or waived prior to the expiration date of the Offer.
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Item 12. Source and Amount of Funds
Section 12 of the Offer to Purchase is hereby amended in its entirety as
follows:
The Offer is not conditioned on any financing arrangements. The total
amount of funds required by Merger Sub to purchase all outstanding Shares
pursuant to the Offer and to pay fees and expenses related to the Offer and
the Merger is estimated to be approximately $438.0 million. Merger Sub
plans to obtain all funds needed for the Offer and the Merger through
capital contributions that will be made by the Purchaser, either directly
or through one or more wholly owned subsidiaries of the Purchaser, to
Merger Sub. The Purchaser currently anticipates that it will make a
portion of these contributions through approximately $190.0 million in
funds that it will receive from the issuance of short-term commercial paper
notes pursuant to the Purchaser's short-term commercial paper program,
which is supported by available 364-day, unsecured lines of credit provided
by a syndicate of banks. The commercial paper notes are expected to have an
interest rate of approximately 6.50%.
In addition, the Purchaser has entered into a $250.0 million 364-day,
unsecured revolving credit facility with a syndicate of banks led by Bank
of America. The interest rate on this borrowing will be 25 basis points
over existing LIBOR at the time the borrowing is made. The Purchaser
currently intends to repay all funds borrowed under this credit facility on
or before December 15, 2000 with the proceeds of one or more issuances
(depending on market conditions and other factors) of medium-term notes
under an effective shelf registration statement the Purchaser currently has
on file with the SEC.
If Purchaser does not wish to or is unable to obtain the funds as
outlined above, it will develop an alternative financing plan.
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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 13, 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.
*(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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