=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
AMENDMENT NO. 1 TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of 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
=================================================================
This Amendment No. 1 supplements and amends the Tender Offer
Statement on Schedule 14D-1 (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. Unless otherwise defined herein, all capitalized
terms used herein shall have the respective meanings given such
terms in the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
The following sentence is added at the end of the paragraph of
Section 15 of the Offer to Purchase entitled "United States
Antitrust":
On May 9, 1997, Parent and Purchaser were notified that they
had been granted early termination of the waiting period under
the HSR Act applicable to the Offer.
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)(10) Press Release issued by GKN plc on May 21, 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: May 21, 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, 5
1997.
(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 *
betwen 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)(10)
GKN AND SINTER METALS CLEAR U.S. ANTITRUST REVIEW
NEW YORK AND CLEVELAND, OH, MAY 21, 1997 - GKN plc (LSE: GKN)
and Sinter Metals, Inc. (NYSE: SNM) announced today that GKN's
tender offer for Sinter Metals, commenced on May 2, 1997, was
granted early termination of the waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976. This applies
to the pending cash tender offer by GKN's wholly owned
subsidiary, GKN Powder Metallurgy, Inc., to purchase all
outstanding shares of Class A Common Stock and Class B Common
Stock of Sinter Metals, Inc. at $37.00 per share. The offer and
withdrawal rights will expire at 12:00 midnight, New York City
time, on Friday, May 30, 1997, unless the offer is extended.
Sinter Metals produces precision pressed powder metal parts for
use principally in the automotive, lawn and garden, power tool
and home appliance industries. The company has ten production
facilities in North America and eight in Europe employing more
than 3,000 people.
GKN is a global industrial company with sales exceeding [POUND
STERLING]3.3 billion ($5.4 billion). It designs, develops and
manufactures automotive and agritechnical components as well as
aerospace and defense products and provides a range of
industrial services. GKN is a UK 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 Public Affairs Department 011 44 171 930 2424
Sinter Metals Investor Relations 216 771 6700
