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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 1 TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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TRISTAR AEROSPACE CO.
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(Name of Subject Company)
ALLIEDSIGNAL INC.
ALLIEDSIGNAL ACQUISITION CORP.
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(BIDDERS)
COMMON STOCK, $.01 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
89674L-10-1
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(CUSIP NUMBER OF COMMON STOCK)
DAVID K. ROBBINS, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
350 SOUTH GRAND AVENUE, 32ND FLOOR
LOS ANGELES, CALIFORNIA 90071-3406
(213) 473-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
ALLIEDSIGNAL INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC,00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 3,611,740 (1)
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,611,740 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.6%
14 TYPE OF REPORTING PERSON*
CO
(1) See Item 7 of Schedule 14D-1 and Items 4 and 5 of Schedule 13D, each
filed by AlliedSignal Inc. and AlliedSignal Acquisition Corp. on
November 5, 1999, as well as Item 7 herein.
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1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
ALLIEDSIGNAL ACQUISITION CORP.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 3,611,740 (1)
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,611,740 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.6%
14 TYPE OF REPORTING PERSON*
CO
(1) See Item 7 of Schedule 14D-1 and Items 4 and 5 of Schedule 13D, each
filed by AlliedSignal Inc. and AlliedSignal Acquisition Corp. on
November 5, 1999, as well as Item 7 herein.
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This Amendment No. 1, filed on November 22, 1999 to the Schedules
14D-1 and 13D filed on November 5, 1999, relates to the offer by
AlliedSignal Acquisition Corp., a Delaware corporation ("Offeror") and
direct wholly owned subsidiary of AlliedSignal Inc., a Delaware corporation
("Parent"), to purchase all outstanding shares of Common Stock, par value
$.01 per share (the "Shares"), of TriStar Aerospace Co., a Delaware
corporation (the "Company"), at a purchase price of $9.50 per Share, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated November 5, 1999 (the
"Offer to Purchase"), and in the related Letter of Transmittal (the "Letter
of Transmittal," which together with the Offer to Purchase constitutes the
"Offer").
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 is hereby amended to add the following information:
On November 19, 1999, Offeror, Parent, P. Quentin Bourjeaurd and
Charles Balchunas entered into an amendment (the "Shareholders Amendment")
to the Tender and Option Agreement, dated October 31, 1999 (the
"Shareholders Agreement"), among Offeror, Parent, P. Quentin Bourjeaurd and
Charles Balchunas, which Shareholders Agreement was attached as an exhibit
to the Schedules 14D-1 and 13D filed by Offeror and Parent on November 5,
1999.
The Shareholders Amendment, filed as Exhibit (c)(5) hereto and
incorporated herein by reference, amends Schedule A to the Shareholders
Agreement to correct a misstatement in the original Shareholders Agreement
of the number of shares owned by Mr. Bourjeaurd. The Shareholders Amendment
reflects that Mr. Bourjeaurd owns 1,338,920 Shares. Accordingly, the number
of Shares subject to the Shareholders Agreement represent approximately
8.5% of the issued and outstanding shares of Company Common Stock as of
October 31, 1999, and the number of Shares and options subject to the
Shareholders Agreement represent approximately 18.6% of the issued and
outstanding shares of Company Common Stock (including the options owned by
Messrs. Bourjeaurd and Balchunas) as of October 31, 1999. The Shareholders
Amendment made no other changes to the Shareholders Agreement.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended to add the following information:
At 11:59 p.m. on November 20, 1999, the waiting period applicable to
the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
expired without a request for additional information from the Federal Trade
Commission or the Antitrust Division of the Department of Justice.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibits:
(a)(10) - Form of Joint Press Release, as issued by Parent and the
Company on November 22, 1999.
(c)(5) - Amendment, dated November 19, 1999, to Tender and Option
Agreement, dated October 31, 1999, among Offeror, Parent, P.
Quentin Bourjeaurd and Charles Balchunas.
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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.
Dated: November 22, 1999
ALLIEDSIGNAL INC.
By: /s/ Peter M. Kreindler
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Name: Peter M. Kreindler
Title: Senior Vice President,
General Counsel and Secretary
ALLIEDSIGNAL ACQUISITION CORP.
By: /s/ Victor P. Patrick
---------------------------------
Name: Victor P. Patrick
Title: Vice President and Secretary
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EXHIBIT INDEX
EXHIBIT DESCRIPTION NO.
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(a)(10) -- Form of Joint Press Release, as issued by Parent and the
Company November 22, 1999.
(c)(5) -- Amendment, dated November 19, 1999, to Tender and Option
Agreement, dated October 31, 1999, among Offeror, Parent,
P. Quentin Bourjeaurd and Charles Balchunas.
Exhibit (a)(10)
Contact: Tom Crane
(973) 455-4732
HART-SCOTT-RODINO WAITING PERIOD EXPIRES FOR ALLIEDSIGNAL'S
ACQUISITION OF TRISTAR AEROSPACE CO.
MORRIS TOWNSHIP, N.J. & DALLAS -- (BUSINESS WIRE) -- Nov. 22, 1999 --
AlliedSignal Inc. (NYSE: ALD) and TriStar Aerospace Co. (NYSE: TSX) said
today that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, applicable to AlliedSignal's previously announced
tender offer for all of the outstanding shares of TriStar common stock, par
value $0.01 per share, has expired.
Neither the Federal Trade Commission nor the Antitrust Division of the
U.S. Department of Justice has requested additional information in
connection with the transaction. As a result, the companies said that the
condition of the tender offer relating to the expiration of the applicable
Hart-Scott-Rodino waiting period has been satisfied.
On November 5, 1999, AlliedSignal commenced a cash tender offer of
$9.50 per share for all issued and outstanding shares of common stock of
TriStar. The tender offer, which is being made pursuant to an Agreement and
Plan of Merger dated as of Sunday, October 31, 1999, is scheduled to expire
at 12:00 midnight, New York City time, on Monday, December 6, 1999, unless
extended. Following the consummation of the tender offer, AlliedSignal
intends to complete a merger to acquire any shares of TriStar common stock
that are not tendered in the offer. The two companies expect to complete
the acquisition in December 1999.
The Bank of New York is acting as depository and Georgeson Shareholder
Communications Inc. is acting as information agent for the tender offer.
This news release does not constitute an offer to purchase any
securities, nor solicitation of a proxy, consent or authorization for or
with respect to a meeting of the shareowners of AlliedSignal Inc. or
TriStar Aerospace Co. or any action in lieu of a meeting. Any solicitations
will be made only pursuant to separate materials in compliance with the
requirements of applicable federal and state securities laws.
TriStar, headquartered in Dallas, Texas, is a leading provider of
fasteners, fastening systems and related hardware to the aerospace
industry. It also provides just-in-time and automatic parts replenishment
and other customized inventory management services.
AlliedSignal Aerospace, a US$7.5-billion unit of AlliedSignal Inc., is
the largest supplier of aircraft engines, equipment, systems and services
for commercial transport, regional, general aviation and military aircraft.
AlliedSignal Inc. is an advanced technology and manufacturing company
serving customers worldwide with aerospace products and services,
automotive products, plastics, chemicals, fibers and advanced materials. It
is one of the 30 stocks that make up the Dow Jones Industrial Average and
is also a component of the Standard & Poor's 500 Index. The company employs
70,400 people in some 40 countries. Additional information on the company
is available on the World Wide Web at http://www.alliedsignal.com.
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This release contains forward-looking statements as defined in Section
21E of the Securities Exchange Act of 1934, including statements about
future business operations, financial performance and market conditions.
Such forward-looking statements involve risks and uncertainties inherent in
business forecasts.
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# # #
Exhibit (c)(5)
November 19, 1999
AlliedSignal Inc.
101 Columbia Road
Morristown, New Jersey 07962
Attention: Peter M. Kreindler, Esq.
AlliedSignal Acquisition Corp.
c/o AlliedSignal Inc.
2525 West 190th Street
Torrance, California 90504
Attention: Thomas F. Larkins, Esq.
Dear Sirs:
The undersigned, P. Quentin Bourjeaurd and Charles Balchunas
(collectively the "Stockholders"), and you hereby agree that this letter
amends the Tender and Option Agreement among AlliedSignal Inc.,
AlliedSignal Acquisition Corp. and the Stockholders dated as of October 31,
1999 (the "Agreement"). Capitalized terms not defined in this letter shall
have the meanings set forth in the Agreement.
To reflect our agreement that Schedule A attached to the Agreement
needs to be replaced to reflect a correction in the amount of Shares owned
by P. Quentin Bourjeaurd on October 31, 1999, the revised Schedule A
attached hereto shall constitute the new Schedule A to the Agreement and
shall be affixed thereto in place of the prior Schedule A.
In witness whereof, the undersigned acknowledge and agree to the
foregoing amendment to the Agreement and have executed this letter in one
or more counterparts, each of which shall be deemed to be one and the same
instrument, as of the date first written above.
/s/ P. Quentin Bourjeaurd
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P. Quentin Bourjeaurd
/s/ Charles Balchunas
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Charles Balchunas
Agreed to and acknowledged hereby
as of the date first written above:
ALLIEDSIGNAL INC.
By: /s/ Peter M. Kreindler
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Name: Peter M. Kreindler
Title: Senior Vice President,
General Counsel and Secretary
ALLIEDSIGNAL ACQUISITION CORP.
By: /s/ Victor P. Patrick
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Name: Victor P. Patrick
Title: Vice President and Secretary
cc: Via Facsimile
TriStar Aerospace Co.
Attention: Shauna Martin, Esq.
Facsimile No.: (214) 366-5030
Weil, Gotshal & Manges LLP
Attention: Simeon Gold, Esq.
Facsimile No.: (212) 310-8007
Fried, Frank, Harris, Schriver & Jacobson
Attention: David K. Robbins, Esq.
Facsimile No.: (213) 473-2222
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SCHEDULE A
(Revised)
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Number of Number of
Stockholder Address Shares Options
P. Quentin Bourjeaurd 2527 Willowbrook Rd. 1,338,920 1,534,022
Dallas, Texas 75220
Charles Balchunas 2527 Willowbrook Rd. 136,522 602,276
Dallas, Texas 75220
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