SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 9, 2000
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(Date of earliest event reported)
Transportation Technologies Industries, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 0-21830 25-1672791
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State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
980 North Michigan Avenue, Suite 1000, Chicago, Illinois 60611
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(Address of principal executive offices, including zip code)
(312) 280-8844
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On March 9, 2000, Transportation Technologies Industries Inc., a Delaware
corporation (the "Company"), and Transportation Acquisition I Corp., a Delaware
corporation formed by an investor group led by members of senior management of
the Company ("Acquisition"), accepted for purchase all of the shares of the
common stock, par value $0.01 per share (the "Shares"), of the Company that had
been validly tendered and not withdrawn (including Shares tendered via
guaranteed delivery) pursuant to their joint tender offer for all of the
outstanding Shares at $21.50 per Share, net to the seller in cash, without
interest (the "Offer"). The Shares purchased pursuant to the Offer, together
with Shares issued by the Company to Acquisition pursuant to an option,
constituted over 90% of the Shares then issued and outstanding. The Company and
Acquisition obtained all funds needed for the such purchase from a new senior
secured credit facility and the issuance of senior subordinated notes and
preferred stock.
On March 13, 2000, Acquisition was merged with and into the Company (the
"Merger"). Pursuant to the Merger, each outstanding Share which was not
purchased in the tender offer (other than Shares held by Acquisition, the
management investor group and Shares whose holders have perfected their
appraisal rights under Delaware law) was converted into the right to receive
$21.50 in cash, without interest, upon delivery of appropriate documentation to
the Paying Agent for the Merger. As a result of the Merger, the Company is no
longer publicly owned.
Copies of the press releases issued by the Company announcing the
consummation of the tender offer and the merger are attached as Exhibits 99.1
and 99.2 hereto and are incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: March 16, 2000
TRANSPORTATION TECHNOLOGIES
INDUSTRIES, INC.
By: /s/ Kenneth M. Tallering
Name: Kenneth M. Tallering
Title: Vice President, Secretary
and General Counsel
Exhibit 99.1
Contact: Andrew M. Weller - (312) 280-8844
TRANSPORTATION TECHNOLOGIES ANNOUNCES
CLOSING OF TENDER OFFERS FOR ITS SHARES AND NOTES
CHICAGO, ILLINOIS, March 10, 2000 - Transportation Technologies
Industries, Inc. (NASDAQ: TTII) announced today that it and Transportation
Acquisition I Corp., a company formed by an investor group led by members of
Transportation Technologies' senior management, have accepted for purchase
and payment, pursuant to their joint tender offer for all outstanding shares
of common stock of Transportation Technologies at $21.50 per share in cash,
all shares of Transportation Technologies which were validly tendered and
not withdrawn as of the expiration of their joint tender offer at 12:00
noon, New York City time, on March 9, 2000. According to the depositary for
the offer, 8,755,791 Transportation Technologies shares were validly
tendered pursuant to the joint tender offer and not withdrawn (including
shares tendered pursuant to a guarantee of delivery), which together with
shares already owned equal approximately 90.15% of the total issued and
outstanding Transportation Technologies shares. Payment for the tendered
shares has been delivered to the depositary for the tender offer.
Transportation Technologies also announced today that it has accepted
for purchase and payment, pursuant to its tender offers for all its
outstanding 11 3/4% Senior Subordinated Notes Due 2005 and all of its
outstanding 11 3/4% Series C Senior Subordinated Notes Due 2005, all of the
Notes which were validly tendered and not withdrawn as of the expiration of
its offers at 12:00 noon, New York City time, on March 9, 2000. According to
the depositary for the offers, all $178,500,000 of such notes were validly
tendered to the tender offers and not withdrawn (including Notes tendered
pursuant to a guarantee of delivery). Those Noteholders who validly
tendered, and did not withdraw, their Notes prior to 5:00 p.m., New York
City time, on February 17, 2000, will receive $1,079.07 (which includes a
consent fee of $25) per $1,000 principal amount of the Notes validly
tendered, and Noteholders who validly tendered, and did not withdraw, their
Notes prior to 12:00 noon, New York City time, on March 9, 2000 will receive
$1,054.07 per $1,000 principal amount of the Notes validly tendered. Payment
for the tendered Notes has been delivered to the depositary for the offers.
The tender offers will be followed by a merger of Transportation
Acquisition I Corp. with and into Transportation Technologies. Pursuant to
the merger, those Transportation Technologies stockholders who did not
tender their shares in the joint tender offer and who do not seek appraisal
rights of their shares pursuant to applicable provisions of Delaware law
will have their shares converted into the right to receive $21.50 per share
net to each stockholder in cash. Payment of such amount will be made
following the merger upon proper presentation of certificates representing
their shares to First Union National Bank, the Paying Agent for the merger,
together with a properly completed letter of transmittal.
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.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF
AN OFFER TO SELL SHARES OF THE COMPANY. TRANSPORTATION ACQUISITION I CORP.
AND THE COMPANY HAVE FILED A TENDER OFFER STATEMENT WITH THE U.S. SECURITIES
AND EXCHANGE COMMISSION AND THE COMPANY HAS FILED 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 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 TRANSMITTAL AND CERTAIN OTHER OFFER
DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT, ARE
AVAILABLE TO ALL STOCKHOLDERS OF THE COMPANY UPON REQUEST, AT NO EXPENSE TO
THEM. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE
RELATED LETTER OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE
COMMISSION) AND THE SOLICITATION/RECOMMENDATION STATEMENT ARE ALSO AVAILABLE
AT NO CHARGE AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV.
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN
OFFER TO PURCHASE OR A SOLICITATION OF CONSENTS WITH RESPECT TO THE NOTES.
THE OFFERS AND CONSENTS SOLICITATIONS ARE BEING MADE SOLELY BY THE OFFERS TO
PURCHASE AND CONSENT SOLICITATIONS STATEMENT, DATED FEBRUARY 3, 2000, AND
THE RELATED LETTER OF TRANSMITTAL AND CONSENT, AS THE SAME MAY BE AMENDED
FROM TIME TO TIME.
# # #
Exhibit 99.2
Contact: Andrew M. Weller - (312) 280-8844
TRANSPORTATION TECHNOLOGIES ANNOUNCES COMPLETION
OF SECOND STEP MERGER WITH TRANSPORTATION ACQUISITION I CORP.
CHICAGO, ILLINOIS, March 14, 2000 - Transportation Technologies
Industries, Inc. (NASDAQ: TTII) announced today that Transportation
Acquisition I Corp., a company formed by an investor group led by members of
Transportation Technologies' senior management, has merged with and into
Transportation Technologies, effective at the close of business on March 13,
2000.
Pursuant to the merger, each share of Transportation Technologies'
common stock not purchased in the previously announced joint tender offer by
Transportation Technologies and Transportation Acquisition I Corp. for all
outstanding shares of Transportation Technologies' common stock, other than
shares held by Transportation Acquisition I Corp., the management investor
group and dissenting stockholders who exercise appraisal rights under
Delaware law, has been converted into the right to receive $21.50 in cash.
Payment of such amount will be made upon presentation of certificates
representing shares of Transportation Technologies common stock to First
Union National Bank, the paying agent for the merger, together with a
properly completed letter of transmittal. As a result of the merger,
Transportation Technologies' common stock is currently wholly owned by the
management investor group and is no longer publicly traded.
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 truck
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.
