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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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STANT CORPORATION
(Name of Subject Company)
E&W ACQUISITION CORP.
TOMKINS PLC
(Bidders)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
854727-10-4
(CUSIP Number of Class of Securities)
GEORGE S. PAPPAYLIOU
TOMKINS INDUSTRIES INC.
4801 SPRINGFIELD STREET
DAYTON, OH 45431
(513) 476-0241
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on behalf of Bidders)
COPY TO:
ERIC J. FRIEDMAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
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This Amendment No. 2 amends the Tender Offer Statement on Schedule 14D-1
initially filed on April 11, 1997 (as amended, the "Schedule 14D-1") by
Tomkins PLC, a corporation organized under the laws of England (the "Parent"),
and its indirect wholly owned subsidiary, E&W Acquisition Corp., a Delaware
corporation (the "Purchaser"), relating to the Purchaser's tender offer for
all of the outstanding shares of common stock, par value $.01 per share, of
Stant Corporation, a Delaware corporation. Unless otherwise defined herein,
all capitalized terms used herein shall have the respective meanings given
such terms in the Schedule 14D-1.
Item 10. Additional Information
The last sentence of the second full paragraph on page 2 of the Offer to
Purchase is hereby deleted and the following sentence is inserted in lieu
thereof:
The Offer will not remain open following the Expiration Date.
The last sentence of the first paragraph of Section 14 of the Offer to
Purchase is hereby deleted and the following sentence is inserted in lieu
thereof:
Furthermore, notwithstanding any other term of the Offer or the Merger
Agreement, the Purchaser shall not be required to accept for payment or,
subject as aforesaid, to pay for any Shares not theretofore accepted for
payment or paid for, and may terminate the Offer if, at any time on or
after the date of the Merger Agreement and before the Expiration Date, any
of the following conditions exists:
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: May 1, 1997
E & W Acquisition Corp.
BY: /s/ Geoffrey D. Eaton
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Name: Geoffrey D. Eaton
Title: President and Chief
Executive Officer
Tomkins PLC
BY: /s/ Simon M. Webber
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Name: Simon M. Webber
Title: Executive Officer --
Corporate
Development Unit and
Legal Counsel
