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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.
(Name of Subject Company)
TRANSPORTATION ACQUISITION I CORP.
TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.
(Bidders)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
479477 10 1
(CUSIP Number of Class of Securities)
THOMAS M. BEGEL
TRANSPORTATION ACQUISITION I CORP.
980 N. MICHIGAN AVENUE, SUITE 1000
CHICAGO, ILLINOIS 60611
TELEPHONE: (312) 280-8844
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
COPY TO:
JOSEPH A. COCO, ESQ. DENNIS S. HERSCH, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP DAVIS POLK & WARDWELL
FOUR TIMES SQUARE 450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10036-6522 NEW YORK, NEW YORK 10017
TELEPHONE: (212) 735-3000 TELEPHONE: (212) 450-4000
FACSIMILE: (212) 735-2000 FACSIMILE: (212) 450-4800
|X| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
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Contact: Andrew M. Weller - (312) 280-8844
TRANSPORTATION TECHNOLOGIES AGREES TO
MANAGEMENT BUYOUT AT $21.50 PER SHARE
CHICAGO, ILLINOIS, January 31, 2000 - Transportation Technologies
Industries, Inc. (NASDAQ: TTII) announced today that it has entered into a
definitive merger agreement providing for the acquisition of the Company by an
investor group led by senior members of the Company's management, including
Thomas M. Begel, its Chairman and Chief Executive Officer, and Andrew M. Weller,
its President and Chief Operating Officer.
Under the terms of the merger agreement, which was unanimously approved
by the Company's Board of Directors after receiving the unanimous recommendation
of a special committee of independent members of the Board, the Company and
Transportation Acquisition I Corp., a company formed by the investor group, will
commence a joint tender offer to purchase for $21.50 per share in cash all of
the outstanding shares of Transportation Technologies' common stock. This price
represents a premium of approximately 38.7% over the closing market price of
Transportation Technologies' common stock on December 13, 1999, the last trading
day before the Company announced that it had received a proposal from the
investor group. The original proposal was at $20 per share.
The Company and the investor group have received executed commitment
letters from financial institutions providing for all of the necessary debt and
equity financing for the proposed acquisition.
The tender offer, which is expected to commence no later than February
4, 2000 and remain open until March 3, 2000, unless extended, will be followed
by a merger under which those shares not tendered will be converted into the
right to receive the same $21.50 per share in cash. The tender offer is
conditioned on the funding of the committed financing, the tender of a
sufficient number of shares to give Transportation Acquisition I Corp. ownership
of at least a majority of the fully diluted outstanding shares of the Company
after giving effect to the repurchase of shares by the Company in the offer, the
agreement of the holders of the Company's outstanding 11-3/4% notes to either
sell their notes to the Company or consent to certain amendments to the
indentures for such notes and other conditions. The tender offer will only be
made pursuant to definitive tender offer materials that will be distributed to
the Company's stockholders and filed with the Securities and Exchange
Commission.
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The Board's approval of the transaction was based, in part, on the
recommendation of the special committee of independent members of the Board
which had been formed to consider the proposal. The special committee's
recommendation was based on a number of factors, including the opinion of the
special committee's independent financial advisor, Merrill Lynch & Co., that the
consideration being offered is fair from a financial point of view to the
Company's stockholders (other than the investor group). The full text of the
Merrill Lynch opinion will be included in the offer to purchase.
Concurrently with the joint tender offer for the Company's common
stock, the Company will also commence offers to purchase and consent
solicitations with respect to both its 11-3/4% Senior Subordinated Notes due
2005 and its 11-3/4% Series B Subordinated Notes due 2005. These offers to
purchase and consent solicitations will only be made pursuant to tender offer
and consent solicitation materials that will be distributed to the Company's
note holders.
Transportation Technologies Industries, Inc. is a Delaware corporation
with its principal executive offices located at 980 N. Michigan Avenue, Suite
1000, Chicago, Illinois, 60611. The Company is a leading manufacturer of
components for heavy-duty and medium-duty trucks and buses and the trucks parts
aftermarket. The Company's product lines include Gunite wheel-end components,
Brillion custom iron castings, Imperial body and chassis components, Bostrom
truck and bus seating systems and Fabco steerable drive axles and gearboxes. The
Company has manufacturing operations in Alabama, California, Illinois, Indiana,
Pennsylvania, Tennessee, Texas, Virginia, Washington and Wisconsin.
CERTAIN STATEMENTS MADE IN THIS RELEASE ARE FORWARD-LOOKING STATEMENTS
WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH
STATEMENTS ARE BASED ON CURRENT EXPECTATIONS AND ARE SUBJECT TO A NUMBER OF
RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS AND PERFORMANCE TO
DIFFER MATERIALLY FROM ANY EXPECTED FUTURE RESULTS OR PERFORMANCE, EXPRESSED OR
IMPLIED, BY THE FORWARD-LOOKING STATEMENTS. TRANSPORTATION TECHNOLOGIES ASSUMES
NO RESPONSIBILITY TO UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS CONTAINED
HEREIN.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITA TION
OF AN OFFER TO SELL SHARES OF THE COMPANY. AT THE TIME THE OFFER IS COMMENCED,
TRANSPORTATION ACQUISITION I CORP. AND THE COMPANY WILL FILE A TENDER OFFER
STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMIS SION AND THE COMPANY WILL
FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER. THE
TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. THE OFFER TO PURCHASE,
THE RELATED LETTER OF
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TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS, AS WELL AS THE SOLICITA-
TION/RECOMMENDATION STATEMENT, WILL BE MADE AVAILABLE TO ALL STOCK HOLDERS OF
THE COMPANY, AT NO EXPENSE TO THEM. THE TENDER OFFER STATE MENT (INCLUDING THE
OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND ALL OTHER OFFER
DOCUMENTS FILED WITH THE COMMISSION) AND THE SOLICI TATION/RECOMMENDATION
STATEMENT WILL ALSO BE AVAILABLE AT NO CHARGE AT THE COMMISSION'S WEBSITE AT
WWW.SEC.GOV.
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