<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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
(AMENDMENT NO. 1)
AND
SCHEDULE 13D
(AMENDMENT NO. 2)
TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.
(Name of Subject Company)
TRANSPORTATION ACQUISITION I CORP.
TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.
THOMAS M. BEGEL
JAMES D. CIRAR
TIMOTHY A. MASEK
DONALD C. MUELLER
CAMILLO M. SANTOMERO III
KENNETH M. TALLERING
ANDREW M. WELLER
(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:
<TABLE>
<S> <C>
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
</TABLE>
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
<S> <C>
$229,346,738 $45,870
</TABLE>
* Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the purchase of all outstanding shares of common stock, par
value $0.01 per share (the "Shares"), of Transportation Technologies
Industries, Inc., a Delaware corporation (the "Company"), at a price of
$21.50 per Share in cash. As of January 28, 2000, there were (1) 10,322,280
Shares issued and outstanding and (2) 636,168 unexercised options to acquire
Shares with an exercise price of less than $21.50 per Share under various
employee stock potion plans of the Company. Based on the foregoing, the
transaction value is equal to the sum of (1) the product of 10,322,280
Shares and $21.50 per Share and (2) the product of 636,168 Shares subject to
options to purchase Shares with an exercise price of less than $21.50 per
Share and the difference between $21.50 per Share and the exercise price per
Share of such options. The amount of the filing fee, calculated in
accordance with Rule 0-11 of the Securities Exchange Act of 1934, as
amended, equals 1/50th of one percent of the value of the transaction.
/X/ Check the 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.
<TABLE>
<S> <C> <C> <C>
Amount Previously Paid: $45,870 Filing Parties: Transportation Technologies Industries, Inc. and
Transportation Acquisition I Corp.
Form or Registration No: Schedule TO Date filed: February 3, 2000
</TABLE>
/ / 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.
/X/ issuer tender offer subject to Rule 13e-4.
/X/ going-private transaction subject to Rule 13e-3.
/X/ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of a tender offer: / /
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 479477101
<TABLE>
<C> <S>
- ---------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only).
Thomas M. Begel
- ---------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (a) /X/
(b) / /
- ---------------------------------------------------------------------
3. SEC Use Only
- ---------------------------------------------------------------------
4. Source of Funds
00
- ---------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) / /
- ---------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
- ---------------------------------------------------------------------
</TABLE>
<TABLE>
<C> <S> <C>
Number of 7. Sole Voting Power
454,402(1)
8. Shared Voting Power
0
9. Sole Dispositive Power
454,402(1)
10. Shared Dispositive Power
0
</TABLE>
<TABLE>
<C> <S>
11. Aggregate Amount Beneficially Owned by Each Reporting Person
454,402(1)
- ---------------------------------------------------------------------
12. Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares / /
- ---------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
4.4%
- ---------------------------------------------------------------------
14. Type of Reporting Person
IN
- ---------------------------------------------------------------------
</TABLE>
(1) Includes 50,000 shares of Common Stock subject to options exercisable within
60 days after the date of this Statement, approximately 4,000 shares of
Common Stock held through a 401(k) plan and 29,500 shares of restricted
Common Stock.
2
<PAGE>
CUSIP No. 479477101
<TABLE>
<C> <S>
- ---------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only).
James D. Cirar
- ---------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (a) /X/
(b) / /
- ---------------------------------------------------------------------
3. SEC Use Only
- ---------------------------------------------------------------------
4. Source of Funds
00
- ---------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) / /
- ---------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
- ---------------------------------------------------------------------
</TABLE>
<TABLE>
<C> <S> <C>
Number of 7. Sole Voting Power
135,398(1)
8. Shared Voting Power
0
9. Sole Dispositive Power
135,398(1)
10. Shared Dispositive Power
0
</TABLE>
<TABLE>
<C> <S>
11. Aggregate Amount Beneficially Owned by Each Reporting Person
135,398(1)
- ---------------------------------------------------------------------
12. Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares / /
- ---------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
1.3%
- ---------------------------------------------------------------------
14. Type of Reporting Person
IN
- ---------------------------------------------------------------------
</TABLE>
(1) Includes 100,000 shares of Common Stock subject to options exercisable
within 60 days after the date of this Statement and 13, 398 shares of Common
Stock held in a self-directed IRA.
3
<PAGE>
CUSIP No. 479477101
<TABLE>
<C> <S>
- ---------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only).
Timothy A. Masek
- ---------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (a) /X/
(b) / /
- ---------------------------------------------------------------------
3. SEC Use Only
- ---------------------------------------------------------------------
4. Source of Funds
00
- ---------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) / /
- ---------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
- ---------------------------------------------------------------------
</TABLE>
<TABLE>
<C> <S> <C>
Number of 7. Sole Voting Power
43,428(1)
8. Shared Voting Power
0
9. Sole Dispositive Power
43,428(1)
10. Shared Dispositive Power
0
</TABLE>
<TABLE>
<C> <S>
11. Aggregate Amount Beneficially Owned by Each Reporting Person
43,428(1)
- ---------------------------------------------------------------------
12. Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares / /
- ---------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0.4%
- ---------------------------------------------------------------------
14. Type of Reporting Person
IN
- ---------------------------------------------------------------------
</TABLE>
(1) Includes 18,800 shares of Common Stock subject to options exercisable within
60 days after the date of this Statement, approximately 2,500 shares of
Common Stock held through a 401(k) plan and 19,500 shares of restricted
Common Stock.
4
<PAGE>
CUSIP No. 479477101
<TABLE>
<C> <S>
- ---------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only).
Donald C. Mueller
- ---------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (a) /X/
(b) / /
- ---------------------------------------------------------------------
3. SEC Use Only
- ---------------------------------------------------------------------
4. Source of Funds
00
- ---------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) / /
- ---------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
- ---------------------------------------------------------------------
</TABLE>
<TABLE>
<C> <S> <C>
Number of 7. Sole Voting Power
7,142(1)
8. Shared Voting Power
0
9. Sole Dispositive Power
7,142(1)
10. Shared Dispositive Power
0
</TABLE>
<TABLE>
<C> <S>
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,142(1)
- ---------------------------------------------------------------------
12. Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares / /
- ---------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0.0%
- ---------------------------------------------------------------------
14. Type of Reporting Person
IN
- ---------------------------------------------------------------------
</TABLE>
(1) Includes 6,667 shares of Common Stock subject to options exercisable within
60 days after the date of this Statement and 475 shares of Common Stock held
through a 401(k) plan.
5
<PAGE>
CUSIP No. 479477101
<TABLE>
<C> <S>
- ---------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only).
Camillo M. Santomero III
- ---------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (a) /X/
(b) / /
- ---------------------------------------------------------------------
3. SEC Use Only
- ---------------------------------------------------------------------
4. Source of Funds
00
- ---------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) / /
- ---------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
- ---------------------------------------------------------------------
</TABLE>
<TABLE>
<C> <S> <C>
Number of 7. Sole Voting Power
173,000(1)
8. Shared Voting Power
0
9. Sole Dispositive Power
173,000(1)
10. Shared Dispositive Power
0
</TABLE>
<TABLE>
<C> <S>
11. Aggregate Amount Beneficially Owned by Each Reporting Person
173,000(1)
- ---------------------------------------------------------------------
12. Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares /X/
- ---------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
1.7%
- ---------------------------------------------------------------------
14. Type of Reporting Person
IN
- ---------------------------------------------------------------------
</TABLE>
(1) Mr. Santomero is a private investor and a Senior Consultant to Chase Capital
Partners, which beneficially owns shares of Common Stock, but Mr. Santomero
disclaims beneficial ownership of such shares. Mr. Santomero, however, has
an interest in a pool of securities, including shares of Common Stock,
acquired by Chemical Equity Associates at the time he was a General Partner
of Chemical Venture Partners (now Chase Capital Partners). Mr. Santomero
holds options to purchase 23,000 shares of Common Stock, of which 20,000 are
exercisable within 60 days after the date of this Statement.
6
<PAGE>
CUSIP No. 479477101
<TABLE>
<C> <S>
- ---------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only).
Kenneth M. Tallering
- ---------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (a) /X/
(b) / /
- ---------------------------------------------------------------------
3. SEC Use Only
- ---------------------------------------------------------------------
4. Source of Funds
00
- ---------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) / /
- ---------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
- ---------------------------------------------------------------------
</TABLE>
<TABLE>
<C> <S> <C>
Number of 7. Sole Voting Power
62,096(1)
8. Shared Voting Power
0
9. Sole Dispositive Power
62,096(1)
10. Shared Dispositive Power
0
</TABLE>
<TABLE>
<C> <S>
11. Aggregate Amount Beneficially Owned by Each Reporting Person
62,096(1)
- ---------------------------------------------------------------------
12. Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares / /
- ---------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0.6%
- ---------------------------------------------------------------------
14. Type of Reporting Person
IN
- ---------------------------------------------------------------------
</TABLE>
(1) Includes 37,500 shares of Common Stock subject to options exercisable within
60 days after the date of this Statement, approximately 4,000 shares of
Common Stock held through a 401(k) Plan and 19,500 shares of restricted
Common Stock.
7
<PAGE>
CUSIP No. 479477101
<TABLE>
<C> <S>
- ---------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only).
Andrew M. Weller
- ---------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (a) /X/
(b) / /
- ---------------------------------------------------------------------
3. SEC Use Only
- ---------------------------------------------------------------------
4. Source of Funds
00
- ---------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) / /
- ---------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
- ---------------------------------------------------------------------
</TABLE>
<TABLE>
<C> <S> <C>
Number of 7. Sole Voting Power
151,933(1)
8. Shared Voting Power
0
9. Sole Dispositive Power
151,933(1)
10. Shared Dispositive Power
0
</TABLE>
<TABLE>
<C> <S>
11. Aggregate Amount Beneficially Owned by Each Reporting Person
151,933(1)
- ---------------------------------------------------------------------
12. Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares / /
- ---------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
1.5%
- ---------------------------------------------------------------------
14. Type of Reporting Person
IN
- ---------------------------------------------------------------------
</TABLE>
(1) Includes 105,000 shares of Common Stock subject to options exercisable
within 60 days after the date of this Statement, approximately 4,000 shares
of Common Stock held through a 401(k) plan and 29,500 shares of restricted
Common Stock Stock.
8
<PAGE>
TENDER OFFER
This Amendment No. 1 to the Tender Offer Statement on Schedule TO amends and
supplements the Tender Offer Statement on Schedule TO originally filed by
Transportation Technologies Industries, Inc. (the "Company"), Transportation
Acquisition I Corp. ("Acquisition"), Thomas M. Begel, Timothy A. Masek, Camillo
M. Santomero III, Kenneth M. Tallering and Andrew M. Weller on December 23,
1999, relating to the joint tender offer by Acquisition and the Company to
purchase all shares of common stock, par value $0.01 per share (the "Common
Stock"), together with the associated preferred share purchase rights (the
"Rights" and, together with the Common Stock, the "Shares") issued pursuant to
the Rights Agreement, dated as of October 5, 1995, between the Company and
BankBoston N.A., as Rights Agent, of the Company at $21.50 per Share, net to the
seller in cash, without interest. This Amendment is filed by the Company,
Acquisition, Thomas M. Begel, James D. Cirar, Timothy A. Masek, Donald C.
Mueller, Camillo M. Santomero III, Kenneth M. Tallering and Andrew M. Weller.
This Amendment also constitutes Amendment No. 2 to the Schedule 13D originally
filed on December 23, 1999, as amended.
The tender offer is being made upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated February 3, 2000, as amended as set
forth below (the "Offer to Purchase"), and the related letter of transmittal.
The information included in the Offer to Purchase is incorporated by reference
herein. Unless otherwise defined, all capitalized terms used herein shall have
the respective meanings given to such terms in the Offer to Purchase.
ITEM 1. SUMMARY TERM SHEET.
The paragraph in the Offer to Purchase under the caption "SUMMARY TERM
SHEET--What are the Most Significant Conditions to the Offer?" is amended by
adding the following at the end thereof:
See "SUMMARY TERM SHEET--What are the Most Significant Conditions to the
Offer?"
ITEM 4. TERMS OF THE TRANSACTION.
The section of the Offer to Purchase entitled "SPECIAL
FACTORS--Recommendation of the Board of Directors of the Company; Fairness of
the Transactions" is amended by adding the following immediately before the
penultimate paragraph in such section:
"In reaching their respective determinations that the transactions
contemplated by the Merger Agreement, including the Offer and the Merger, are
fair to the Company's unaffiliated stockholders, the Special Committee and the
Board of Directors considered and adopted the analyses of Merrill Lynch
presented at the Board's January 28(th) meeting. The Special Committee and the
Board of Directors did not consider the Company's net book value or liquidation
value because such values were believed not to be material indicators of the
Company's value as a going concern."
"ACQUISITION AND THE CONTINUING STOCKHOLDERS. Each of Acquisition and the
Continuing Stockholders has concluded that the terms of the Merger Agreement and
the transactions contemplated thereby, including the Offer and the Merger, are
fair to the Company and its unaffiliated stockholders based on the following
factors:
- the fact that the price and the terms and conditions of the Merger
Agreement were the result of arm's-length negotiations between the Special
Committee, which consisted of two independent members of the Board, and
the management investor group;
- the approval and recommendation of the Merger Agreement and the
transactions contemplated thereby, including the Offer and the Merger, by
the Special Committee and the Board of Directors;
9
<PAGE>
- the relationship of the per Share consideration to the historical market
prices and recent trading activity of the Common Stock, including the fact
that the per Share consideration represents a 39% premium over the $15.50
per Share closing price of the Common Stock on December 13, 1999, the last
full trading day before the Company announced that it had received a
proposal from Acquisition; and
- the other factors referred to above as having been taken into account by
the Special Committee and the Board.
In connection with its consideration of the fairness of the Offer and the
Merger, Acquisition and the Continuing Stockholders have not assigned any
relative or specific weights to the foregoing factors. However, Acquisition and
the Continuing Stockholders believe that each of the factors is material to its
determination that the transaction is fair. Acquisition and the individual
Continuing Stockholders may have given differing weights to different factors.
Acquisition and the Continuing Stockholders believe that the Offer and the
Merger are procedurally fair because, among other things: (i) the Special
Committee consisted of two independent directors appointed by the Board to
represent the interests of the Company's unaffiliated stockholders; (ii) the
Special Committee retained and was advised by its own independent legal counsel
who negotiated the Merger Agreement on behalf of the Special Committee;
(iii) the Special Committee retained and was advised by its own financial
advisor, Merrill Lynch, to assist it in evaluating the proposed transaction and
provide it with financial advice; and (iv) the $21.50 per Share consideration
and the other terms and conditions of the Merger Agreement resulted from active
arm's-length bargaining between the Special Committee and Acquisition.
In reaching their respective determinations, Acquisition and the Continuing
Stockholders did not consider the Company's net book value or liquidation value
because such values were believed not to be material indicators of the Company's
value as a going concern.
Acquisition and the Continuing Stockholders believe that sufficient
procedural safeguards to ensure fairness of the transaction and to permit the
Special Committee to effectively represent the interests of the unaffiliated
holders of the Common Stock were present, and therefore there was no need to
retain any additional unaffiliated representatives to act on behalf of the
holders of the Shares in view of (i) the unaffiliated status of the members of
the Special Committee and the retention by the Special Committee of its own
independent legal counsel and financial advisor and (ii) the fact that the
Special Committee is a mechanism well recognized under Delaware law to ensure
fairness in transactions of this type.
Acquisition and the Continuing Stockholders recognized that the Merger is
not structured to require the approval of the holders of the outstanding shares
held by stockholders other than Acquisition, the Continuing Stockholders and
their affiliates. Acquisition and the Continuing Stockholders recognized that if
the Offer is consummated, Acquisition and the Continuing Stockholders will have
sufficient voting power to approve the Merger without the affirmative vote of
any other stockholders of the Company."
The first paragraph in the section of the Offer to Purchase entitled
"SPECIAL FACTORS--Opinion of Financial Advisor--Selected Publicly Traded
Comparable Companies Analysis" has been amended to read as follows:
"Merrill Lynch compared certain financial data relating to the Company with
corresponding financial data for the publicly traded companies shown below (the
"Selected Companies"). The Selected Companies were chosen on the basis of their
similar product range, similar customer base and similar production processes
and technologies."
10
<PAGE>
The first paragraph in the section of the Offer to Purchase entitled
"SPECIAL FACTORS--Opinion of Financial Advisor--Selected Acquisition
Transactions Analysis" has been amended to read as follows:
"Merrill Lynch reviewed the financial terms of the following selected
acquisition transactions (the "Selected Acquisition Transactions"), which terms
are publicly available or, in the case of the Selected Acquisition Transactions
made by the Company, provided by the Company. The Selected Acquisition
Transactions were chosen on the basis of the similar industry and market
characteristics of the targets in those transactions."
Subclause (v) of the first paragraph in the section of the Offer to Purchase
entitled "THE OFFER--Conditions to the Offer--Conditions to Acquisition's
Obligation to Consummate the Offer" and subclause (v) of the first paragraph in
the section of the Offer to Purchase entitled "THE OFFER--Conditions to the
Offer--Conditions to Acquisition's Obligation to Consummate the Offer" are
hereby amended to read as follows:
"at any time on or after the date of the Merger Agreement, and at or prior
to the expiration of the Offer, any of the following events shall occur:"
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The first sentence of the fourth paragraph in the section of the Offer to
Purchase entitled "SPECIAL FACTORS--Background of the Transactions" is amended
to read as follows:
"Due to the lack of third party interest in a possible transaction with the
Company, beginning in November 1999, members of the Company's senior management,
including Thomas M. Begel, Chairman and Chief Executive Officer of the Company,
and Andrew M. Weller, President and Chief Operating Officer of the Company,
began to explore, on a preliminary basis, the possibility of an acquisition of
the Company's common stock as part of a management buyout transaction."
The fifteenth paragraph in the section of the Offer to Purchase entitled
"SPECIAL FACTORS--Background of the Transactions" is amended by adding the
following at the end thereof:
"The Special Committee determined that, rather than formally rejecting the
alternative proposal or contacting the party that made such proposal at that
time, it would determine its course of action with such party after the
discussions with the management investor group had been resolved."
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The first two sentences in the section of the Offer to Purchase entitled
"SPECIAL FACTORS--Financing of the Transactions--Possible Senior Subordinated
Notes Offering" are amended to read as follows:
"POSSIBLE SENIOR SUBORDINATED NOTES OFFERING. The Company intends to conduct
an offering of New Senior Subordinated Notes as part of its primary financing
plan (together with borrowings under the Senior Credit Facilities and the
proceeds from the issuance of the Preferred Stock), the proceeds of which may be
used to finance the Transactions, refinance existing indebtedness of the Company
and pay any fees and expenses incurred therewith. In the event that the New
Senior Subordinated Notes are not issued on or prior to the closing of the
Offer, the Company's alternative financing plan is to utilize the Bridge
Facility."
11
<PAGE>
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
The first sentence of the last paragraph in the section of the Offer to
Purchase entitled "SPECIAL FACTORS--Opinion of Financial Advisor" is amended to
read as follows:
"Pursuant to the terms of an engagement letter dated as of January 11, 2000,
between the Company and Merrill Lynch, Merrill Lynch agreed to act as financial
advisor to the Special Committee in connection with various possible
transactions, including transactions contemplated by the Merger Agreement (a
"Business Combination"). As part of its role as financial advisor, Merrill Lynch
rendered the opinion described above. Pursuant to the engagement letter, Merrill
Lynch will receive from the Company an aggregate financial advisory fee,
contingent upon the closing of a Business Combination, equal to $2 million plus
5% of the aggregate purchase price in excess of $20.00 per share paid in such
Business Combination."
ITEM 10. FINANCIAL STATEMENTS.
The last sentence of the second paragraph in the section of the Offer to
Purchase entitled "THE OFFER--Certain Information Concerning the
Company--Certain Projections" is deleted.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
The second paragraph on the cover page of the Offer to Purchase and the
sixth paragraph in the section of the Offer to Purchase entitled "INTRODUCTION"
is amended to read as follows:
"THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD"), AFTER RECEIVING THE
UNANIMOUS RECOMMENDATION OF A SPECIAL COMMITTEE OF THE BOARD COMPRISED OF TWO
INDEPENDENT DIRECTORS (THE "SPECIAL COMMITTEE"), (I) HAS APPROVED THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE
MERGER, (II) HAS DETERMINED THAT THE MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, ARE ADVISABLE, FAIR TO
AND IN THE BEST INTERESTS OF THE COMPANY'S UNAFFILIATED STOCKHOLDERS AND
(III) RECOMMENDS THAT THE COMPANY'S UNAFFILIATED STOCKHOLDERS ACCEPT THE OFFER
AND TENDER THEIR SHARES PURSUANT TO THE OFFER."
The first paragraph in the section of the Offer to Purchase entitled "THE
OFFER--Certain Effects of the Transactions" is amended by adding the following
at the end thereof:
"Following consummation of the Transactions, Acquisition will cease to exist
and the Continuing Stockholders will have a 50% interest (without giving effect
to any warrants that may be issued in connection with the financing of the
Transactions) in the net book value of the Company (which was $182.7 million as
of December 31, 1999) and in the net earnings of the Company (which were
$67.3 million for 1999). The Preferred Investors' interest in the net book value
and net earnings of the Company following the Merger will be identical to that
of the Continuing Stockholders."
12
<PAGE>
SIGNATURES
After due inquiry and to the best of the undersigned's knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.
<TABLE>
<S> <C> <C>
TRANSPORTATION ACQUISITION I CORP.
By: /s/ KENNETH M. TALLERING
--------------------------------------
Name: Kenneth M. Tallering
Title: Vice President
TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.
By: /s/ ANDREW M. WELLER
--------------------------------------
Name: Andrew M. Weller
Title: President and Chief Operating
Officer
/s/ THOMAS M. BEGEL
--------------------------------------
Thomas M. Begel
/s/ JAMES D. CIRAR
--------------------------------------
James D. Cirar
/s/ TIMOTHY A. MASEK
--------------------------------------
Timothy A. Masek
/s/ DONALD C. MUELLER
--------------------------------------
Donald C. Mueller
/s/ CAMILLO M. SANTOMERO III
--------------------------------------
Camillo M. Santomero III
/s/ KENNETH M. TALLERING
--------------------------------------
Kenneth M. Tallering
/s/ ANDREW M. WELLER
--------------------------------------
Andrew M. Weller
</TABLE>
13
