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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
under Section 14(d)(4)
of the Securities Exchange Act of 1934
(Amendment No. 1)
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Transportation Technologies Industries, Inc.
(Name of Subject Company)
Transportation Technologies Industries, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(Including the Associated Preferred Share Purchase Rights)
(Title of Class of Securities)
479477101
(CUSIP Number of Class of Securities)
Thomas M. Begel
President and Chief Executive Officer
Transportation Technologies Industries, Inc.
980 N. Michigan Avenue, Suite 1000
Chicago, Illinois 60611
(312) 280-8844
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of
the Person(s) Filing Statement)
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Copies 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 New York, New York 10017
Telephone: (212) 735-3000 Telephone: (212) 450-4000
Telecopier: (212) 735-2000 Telecopier: (212) 450-4800
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 1 ("Amendment No. 1") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
originally filed on February 3, 2000, by Transportation Technology Industries,
Inc., a Delaware corporation, (the "Company"), relating to the joint tender
offer by Transportation Acquisition I Corp., the Company, Thomas M. Begel, James
D. Cirar, Timothy A. Masek, Donald C. Mueller, Camillo M. Santomero III, Kenneth
M. Tallering and Andrew M. Weller to purchase all outstanding shares of common
stock, including the associated preferred share purchase rights, of the Company
(the "Shares") at a price of $21.50 per Share, net to the seller in cash,
without interest (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated February 3, 2000 (the "Offer
to Purchase") and the related Letter of Transmittal (which together constitute
the "Offer").
All capitalized terms used in this Amendment No. 1 without definition have
the meanings attributed to them in the Schedule 14D-9.
The items of the Schedule 14D-9 set forth below are hereby amended and
supplemented as follows:
Item 8. Additional Information
Item 8 is amended by adding the following paragraph immediately after the
final paragraph thereof:
(d) Precommencement Communications. Reference is made to the joint press
release issued by the Company and Transportation Acquisition I Corp. on January
31, 2000 and filed by the Company on Schedule 14D-9 as a preliminary
communication made before the commencement of a tender offer (the "January 31
Press Release"). The January 31 Press Release included a statement by the
Company that (i) certain statements made in the January 31 Press Release are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, (ii) 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, express or implied, by the forward-looking
statements, and (iii) the Company assumes no responsibility to update any of the
forward-looking statements contained in the January 31 Press Release. The
Company acknowledges that the Private Securities Litigation Reform Act of 1995
does not apply to tender offers subject to Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934.
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SIGNATURE
After reasonable 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.
Date: March 9, 2000
TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.
By: /s/ Kenneth M. Tallering
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Name: Kenneth M. Tallering
Title: Vice President, General Counsel
and Secretary
