<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
------------------------------
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
<TABLE>
<CAPTION>
================================================================================================
Transaction Valuation* Amount of Filing Fee
- --------------------------------------------------------------------------------------------------
<S> <C>
$384,865,636.94 $76,973.12
================================================================================================
</TABLE>
* 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
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. 6. 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 2 ("Acceptance for Payment and
Payment of Shares") of the Offer to Purchase is hereby amended by deleting
the reference to the "sole discretion" of the Purchaser appearing in the
fifth line of the first paragraph of such Section 2 and inserting in lieu
thereof the phrase "reasonable discretion".
The information set forth in Section 8 ("Certain Information
Concerning the Company") of the Offer to Purchase is hereby amended and
supplemented by adding the following text to the fifth paragraph of such
Section 8 (the third paragraph appearing on page 12 of the Offer to
Purchase) immediately preceding the last sentence of such fifth paragraph:
"With respect to unit volumes for the car, mini-van and light truck
models served by the Company, the Projections utilized the assumption
that North American vehicle production, the market that the Company
supplies, will remain stable at approximately 14.5 million units in 1996
and 1997 and increase to approximately 15 million units in 1998, 1999
and 2000. In addition, the calculation of sales growth for purposes of
the Projections included both existing awards of programs and the award
of certain programs that the Company believes it may obtain based on its
discussions with its customers. Further, the Company's assumptions that
its start-up operations will mature and that its H.L. Blachford
operations will improve contributed to the increase in net income in the
Projections."
The information set forth in Section 12 ("Purpose of the Offer and the
Merger; Plans for the Company; The Merger Agreement; The Stockholders
Agreement; The Termination, Consulting and Noncompete Agreement; The
Employment Agreement") of the Offer to Purchase is hereby amended by
deleting the reference to the "sole discretion" of the Purchaser appearing
in the eleventh line of the paragraph captioned "The Offer" on page 18 of
the Offer to Purchase and inserting in lieu thereof the phrase "reasonable
discretion".
The information set forth in Section 14 ("Certain Conditions of the
Offer") of the Offer to Purchase is hereby amended and supplemented by the
following:
(i) The twenty-first line of the first paragraph of such Section 14
is hereby amended and supplemented by adding the phrase "including at
the Expiration Date" immediately after the parenthesis and before the
comma appearing in such line;
(ii) The thirty-first line of the first paragraph of such Section
14 is hereby amended by deleting the reference to the "sole judgment" of
Parent and the Purchaser appearing in such line and inserting in lieu
thereof the phrase "reasonable judgment";
(iii) The thirty-sixth line of the first paragraph of such Section
14 (the first line appearing on page 29 of the Offer to Purchase) is
hereby amended by deleting the reference to the "sole judgment" of
Parent and the Purchaser appearing in such line and inserting in lieu
thereof the phrase "reasonable judgment";
2
<PAGE> 3
(iv) The third to last line of the first paragraph of such Section
14 (the thirty-seventh line appearing on page 29 of the Offer to
Purchase) is hereby amended by deleting the reference to the "sole
judgment" of Parent and the Purchaser appearing in such line and
inserting in lieu thereof the phrase "reasonable judgment"; and
(v) The third line of the last paragraph of such Section 14 is
hereby amended by deleting the reference to the "sole discretion" of
each of Parent and the Purchaser appearing in such line and inserting in
lieu thereof the phrase "reasonable discretion".
3
<PAGE> 4
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 18, 1996 PA ACQUISITION CORP.
By: /s/ James H. Vandenberghe
------------------------------------
Name: James H. Vandenberghe
Title: Executive Vice President and
Chief
Financial Officer
LEAR CORPORATION
By: /s/ James H. Vandenberghe
------------------------------------
Name: James H. Vandenberghe
Title: Executive Vice President and
Chief
Financial Officer
4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT NAME
- -------- -----------------------------------------------------------------------------
<S> <C> <C>
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.
</TABLE>
- -------------------------
* Previously filed.
5
