===============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
AMENDMENT NO. 2
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
SINTER METALS, INC.
-------------------------
(Name Of Subject Company)
GKN plc
GKN POWDER METALLURGY HOLDINGS, INC.
GKN POWDER METALLURGY, INC.
----------------
(Bidders)
Common Stock, $.001 Par Value
-------------------------------
(Title of Class of Securities)
82934Q101
-------------------------------
(CUSIP Number of Common Stock)
David J. Turner
GKN Powder Metallurgy, Inc.
3300 University Drive
Auburn Hills, Michigan 48326-2362
(810) 377-1200
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of bidders)
Copy:
Jean E. Hanson, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004-1980
(212) 859-8000
===============================================================
SCHEDULE 14D-1 and 13D
CUSIP No. 82934Q01 Page 2 of 9 Pages
--------- --- ---
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GKN Powder Metallurgy, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(e) OR 2(f)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,829,635 shares
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN [ ]
SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.4%
10 TYPE OF REPORTING PERSON
CO
SCHEDULE 14D-1 and 13D
CUSIP No. 82934Q101 Page 3 of 9 Pages
--------- --- ---
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GKN Powder Metallurgy Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(e) OR 2(f)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,829,635 shares
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN [ ]
SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.4%
10 TYPE OF REPORTING PERSON
CO
SCHEDULE 14D-1 and 13D
CUSIP No. 82934Q101 Page 4 of 9 Pages
--------- --- ---
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GKN plc
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(e) OR 2(f)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,829,635 shares
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN [ ]
SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.4%
10 TYPE OF REPORTING PERSON
CO
This Amendment No. 2 supplements and amends, and
constitutes the final amendment to, the Tender Offer
Statement on Schedule 14D-1, as amended to date (the
"Schedule 14D-1"), relating to a tender offer by GKN Powder
Metallurgy, Inc., a Delaware corporation and a wholly owned
subsidiary of GKN Powder Metallurgy Holdings, Inc., a
Delaware corporation, to purchase all outstanding shares of
Class A Common Stock, par value $.001 per share, and all
outstanding shares of Class B Common Stock, par value $.001
per share, of Sinter Metals, Inc., a Delaware corporation.
This Amendment No. 2 also amends the Schedule 14D-1 to
constitute a Statement on Schedule 13D with respect to the
purchase of Shares in the Offer. Unless otherwise defined
herein, all capitalized terms used herein shall have the
respective meaning given such terms in the Schedule 14D-1.
Item 6. Interest in Securities of the Subject Company.
Item 6 of the Schedule 14D-1 is hereby amended to add
the following information:
Following the expiration of the Offer at 12:00
midnight, New York City time, on May 30, 1997, the Purchaser
accepted for payment all Shares validly tendered pursuant to
the Offer and not withdrawn. The Purchaser has been
informed by the Depositary that 9,829,635 Shares (including
271,557 Shares tendered pursuant to guaranteed delivery
procedures), representing approximately 97% of the
outstanding Shares, were validly tendered and not withdrawn.
A copy of the press release issued prior to 9:00 a.m., New
York City time, on June 2, 1997 with respect to the
foregoing is attached as Exhibit (a)(11) hereto and is
incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 of the Schedule 14D-1 is hereby amended and
supplemented by adding the following:
(a)(11) Press Release issued by GKN plc on June 2,
1997.
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 2, 1997
GKN POWDER METALLURGY, INC.
By:/s/ David J. Turner
-------------------------------
Name: David J. Turner
Title: President
GKN POWDER METALLURGY HOLDINGS, INC.
By:/s/ David J. Turner
-------------------------------
Name: David J. Turner
Title: President
GKN plc
By:/s/ David J. Turner
-------------------------------
Name: David J. Turner
Title: Finance Director
EXHIBIT INDEX
Exhibit Description Page No.
- -------- ------------- --------
(a)(1) Offer to Purchase, dated May 2, 1997. *
(a)(2) Letter of Transmittal. *
(a)(3) Notice of Guaranteed Delivery. *
(a)(4) Letter from SBC Warburg, Inc., as Dealer Manager, *
to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Letter from Brokers, Dealers, Commercial Banks, *
Trust Companies and Other Nominees to Clients.
(a)(6) Guidelines for Certification of Taxpayer *
Identification Number on Substitute Form W-9.
(a)(7) Summary Announcement, dated May 2, 1997. *
(a)(8) Press Release issued by GKN plc on April 30, *
1997.
(a)(9) Press Release issued by GKN plc on April 30, *
1997.
(a)(10) Press Release issued by GKN plc on May 21, 1997. *
(a)(11) Press Release issued by GKN plc on June 2, 1997. 8
(b) Not applicable. *
(c)(1) Agreement and Plan of Merger, dated as of April *
29, 1997, among Parent, the Purchaser and the
Company.
(c)(2) Agreement, dated as of April 29, 1997, by and *
between Citicorp Venture Capital, Ltd. and GKN
Powder Metallurgy, Inc.
(c)(3) Form of Stockholder Agreements for Individuals, *
dated as of April 29, 1997, by and among GKN
Powder Metallurgy, Inc., Ronald G. Campbell,
Joseph W. Carreras, Greg Heitzenrater, E. Joseph
Hochreiter, Michael T. Kestner, Donald L.
LeVault, Richard A. McLean, Mary Lynn Putney,
William H. Roj and Charles E. Volpe.
(c)(4) Confidentiality Agreement, dated as of April 29, *
1997, between GKN plc and Sinter Metals, Inc.
(c)(5) Letter Agreement, dated as of April 29, 1997, *
between Joseph W. Carreras and GKN Powder
Metallurgy Holdings, Inc.
(d) None. -
(e) Not applicable. -
(f) None. -
(g) GKN plc Report & Accounts 1996, including *
financial information for the GKN consolidated
group for the fiscal years ended December 31,
1992-1996.
* Filed previously.
Exhibit (a)(11)
GKN PLC COMPLETES TENDER OFFER FOR SINTER METALS
NEW YORK, New York and LONDON, England-June 2, 1997-GKN plc
(LSE:GKN) today announced that it has completed its cash tender
offer for all of the outstanding shares of Sinter Metals, Inc.
(NYSE:SNM) Class A Common Stock and Class B Common Stock at
$37.00 net per share.
In the offer, which commenced on May 2, 1997 and expired at
12:00 midnight, New York City time on May 30, 1997, a total of
9,829,635 million shares, including 271,557 shares tendered
pursuant to guaranteed delivery procedures, were validly tendered
and not withdrawn, representing approximately 97% of all
outstanding common shares of Sinter Metals, all of which were
accepted for payment.
Each Sinter Metals share not tendered will be converted into
the right to receive $37.00 in cash, without interest, pursuant
to a merger between GKN Powder Metallurgy, Inc. and Sinter
Metals, Inc., which is expected to be completed promptly. Sinter
Metals has approximately 10.4 million fully diluted shares
outstanding, giving the transaction a total value of
approximately $570 million, including the assumption of
approximately $184 million of net debt.
Sinter Metals, Inc. produces precision pressed powder metal
(P/M) parts for use principally in the automotive, lawn and
garden, power tool and home appliance industries. Its products
complement GKN's existing P/M parts business. The Company has
ten production facilities in North America and eight in Europe
employing more than 3,000 people. Combined with GKN's two P/M
facilities in England, two in Italy, and a 49% interest in a P/M
manufacturer in India, total P/M sales from the 23 facilities are
estimated at some $530 million on a pro forma basis for 1997.
C.K. Chow and Joseph Carreras, GKN's and Sinter Metals'
Chief Executives, respectively, noted that as the largest global
supplier of precision P/M parts, the combined operations of GKN
and Sinter Metals will provide the highest level of production
capacity, technical expertise and service to automotive and other
international customers. The enlarged business is expected to
achieve further growth through the introduction of new products,
geographical expansion and further acquisitions. It will also
provide opportunities for synergies through sharing technology,
the improved utilization of production capacity and expanding the
customer base.
GKN plc is a global industrial company with sales exceeding
3.3 billion pounds ($5.4 billion). It designs, develops and
manufactures automotive and agricultural components as well as
aerospace and defense products and provides a range of industrial
services. GKN is a FT-SE 100 company. Its operations are based
in some 40 countries around the world employing some 30,000
people in its subsidiaries and a further 11,500 in associated
companies.
Contact: GKN plc
Public Affairs Department
011-44-171-930-2424
Sinter Metals, Inc.
Investor Relations
(216) 771-6700
