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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 1)
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. 1 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 15.
Item 15 is hereby amended to add as follows:
UNITED STATES ANTITRUST
On April 21, 1997, Parent and the Purchaser were notified that they had
been granted early termination of the waiting period under the HSR Act
applicable to the Offer.
Item 11. Material To Be Filed as Exhibits
Item 11 is hereby amended to add the following:
(a)(10) Text of press release, dated April 22, 1997.
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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: April 22, 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
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EXHIBIT INDEX
Exhibit No. Description
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(a)(10) Text of Press Release, dated April 22, 1997
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FOR IMMEDIATE RELEASE
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Contact: Anthony Spiro
Tomkins PLC
011-44-181-871-4544
Brian J. Rafferty
Taylor Rafferty Associates
212-889-4350
London, April 22, 1997 -- Tomkins PLC (NYSE: TKS), is pleased to announce
that on April 21 it received notice that its offer for Stant Corporation
(NASDAQ: STNT), announced on April 9, had been granted early termination of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
This applies to the pending cash tender offer by Tomkins' wholly owned
subsidiary E&W Acquisition Corp. to purchase all outstanding shares of
common stock of Stant Corporation at $21.50 per share. The offer closes
on May 8 and Tomkins expects to assume control of Stant shortly thereafter.
Tomkins comprises a broad range of low-risk technology manufacturing
companies. Tomkins' US interests include The Gates Rubber Company,
Denver, CO, the world's leading manufacturer of power transmission
belts and a major producer of hose and connector products. Other interests
include, Murray, Inc., Brentwood, TN, one of the leading US producers of
power lawnmowers, snow blowers and bicycles; Red Wing Corporation, Fredonia,
NY, the largest US manufacturer of private label grocery products; Smith
& Wesson Corporation, Springfield, MA, manufacturer of handguns, handcuffs
and the Identi-Kit system; and Tomkins Industries, Dayton, OH, a leading
manufacturer of components for residential, commercial, and industrial
buildings, materials handling and the transportation industry.
Tomkins shares trade in the US in ADR form (each equal to four ordinary
shares) on the New York Stock Exchange under the symbol TKS; its ordinary
shares are listed on the London Stock Exchange.
