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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
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MASLAND CORPORATION
(NAME OF SUBJECT COMPANY)
PA ACQUISITION CORP.
LEAR CORPORATION
(BIDDERS)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
574806105
(CUSIP NUMBER OF CLASS OF SECURITIES)
JAMES H. VANDENBERGHE
21557 TELEGRAPH ROAD
SOUTHFIELD, MICHIGAN 48034
(810) 746-1500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
Copy to:
JOHN L. MACCARTHY, ESQ.
WINSTON & STRAWN
35 WEST WACKER DRIVE
SUITE 4200
CHICAGO, ILLINOIS 60601
(312) 558-5600
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$384,865,636.94 $76,973.12
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* Estimated solely for purposes of calculating the amount of filing fee. The
amount assumes the purchase of 15,473,597 shares of Common Stock, par value
$.01 per share of the Subject Company (together with the associated preferred
stock purchase rights, the "Shares"), comprised of (i) the 13,590,393 Shares
that were outstanding as of May 23, 1996 and (ii) 1,883,204 Shares that would
be issued assuming the exercise as of May 23, 1996 of all the then
outstanding stock options and warrants to acquire Shares pursuant to the
Subject Company's 1991 Stock Purchase and Option Plan, 1993 Stock Option
Incentive Plan and Non-Employee Director Stock Option Plan (the "Stock Option
Shares"), at a price per Share of $26.00 in cash, less $17,447,885.06
representing the number of Stock Option Shares multiplied by an average
exercise price of $9.265 applicable to the stock options and warrants
relating to the Stock Option Shares.
/X/ Check 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 the date of its filing.
AMOUNT PREVIOUSLY PAID: $76,973.12 FILING PARTY: PA ACQUISITION CORP.
LEAR CORPORATION
FORM OR REGISTRATION NO.: SCHEDULE 14D-1 DATE FILED: MAY 30, 1996
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Lear Corporation, a Delaware corporation ("Parent"), and PA Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (the
"Purchaser"), hereby amend and supplement their Tender Offer Statement on
Schedule 14D-1, filed on May 30, 1996 (as amended, the "Schedule 14D-1"),
relating to the offer by the Purchaser and Parent to purchase all of the
outstanding shares of Common Stock, par value $.01 per share (together with the
associated rights to purchase Series A Junior Participating Preferred Stock, par
value $.01 per share, the "Shares") of Masland Corporation, a Delaware
corporation (the "Company"), as set forth in this Amendment No. 7. The item
numbers and responses thereto below are in accordance with the requirements of
Schedule 14D-1 under the Securities Exchange Act of 1934, as amended.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(f) is hereby amended and supplemented
by the following:
The information set forth in Section 14 ("Certain Conditions of the
Offer") of the Offer to Purchase is hereby amended by deleting the phrase
"(ii) at any time after the date of the Merger Agreement and before the
time of payment for any such Shares (whether or not any Shares have
theretofore been accepted for payment) including at the Expiration Date,
any of the following conditions exist" from the nineteenth, twentieth and
twenty-first lines of the first paragraph of such Section 14 and inserting
in lieu thereof the phrase "(ii) at any time after the date of the Merger
Agreement and prior to the expiration of the Offer, any of the following
conditions exist".
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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: June 20, 1996 PA ACQUISITION CORP.
By: /s/ James H. Vandenberghe
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Name: James H. Vandenberghe
Title: Executive Vice President and
Chief Financial Officer
LEAR CORPORATION
By: /s/ James H. Vandenberghe
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Name: James H. Vandenberghe
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT NAME
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99.1(a)* -- Offer to Purchase dated May 30, 1996.
99.2(a)* -- Letter of Transmittal.
99.3(a)* -- Notice of Guaranteed Delivery.
99.4(a)* -- Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
99.5(a)* -- Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and
Other Nominees.
99.6(a)* -- Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
99.7(a)* -- Form of Summary Advertisement dated May 30, 1996.
99.8(a)* -- Text of Press Release, dated May 24, 1996, issued by the Company and Parent.
99.9(a)* -- Text of Press Release, dated May 30, 1996, issued by Parent.
99.10(a)* -- Letter to Participants in the Masland Associates Security Plan.
99.11(a)* -- Text of Press Release, dated June 10, 1996, issued by Parent.
99.12(a)* -- Text of Press Release, dated June 12, 1996, issued by Parent.
99.13(a)* -- Text of Press Release, dated June 17, 1996, issued by Parent.
99.1(b)* -- Credit Agreement, dated as of August 17, 1995, among Parent, the financial
institutions party thereto, Chemical Bank, as Administrative Agent, and the
Managing Agents, Co-Agents and Lead Managers named therein, as amended.
99.2(b)* -- Second Amendment and Consent dated as of May 28, 1996 to the Credit Agreement
dated as of August 17, 1995, as amended, among Parent, the financial
institutions party thereto, Chemical Bank, or Administrative Agent, and the
Managing Agents, Co-Agents and Lead Managers identified therein.
99.1(c)* -- Agreement and Plan of Merger, dated as of May 23, 1996, by and among Parent,
the Purchaser and the Company.
99.2(c)* -- Stockholders Agreement, dated as of May 23, 1996, among Parent, the
Purchaser, William J. Branch, Larry W. Owen and Darrell F. Sallee.
99.3(c)* -- Confidentiality and Standstill Agreement, dated as of March 14, 1996, between
and among the Company, and its subsidiaries, and Parent, and its
subsidiaries.
99.4(c)* -- Agreement to Negotiate Exclusively, dated as of May 2, 1996, by and between
Parent and the Company.
99.5(c)* -- Termination, Consulting and Noncompete Agreement, dated May 29, 1996, among
Parent, the Purchaser and William J. Branch.
99.6(c)* -- Employment agreement, dated as of May 29, 1996, between the Company and Dr.
Frank J. Preston.
99.1(d) -- None.
99.1(e) -- Not applicable.
99.1(f) -- None.
99.1(g)* -- Text of Press Release, dated June 4, 1996, issued by the Company.
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* Previously filed.
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