<PAGE>
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 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
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TRICO PRODUCTS CORPORATION
(Name of Subject Company)
STANT EXPANSION CORPORATION
STANT CORPORATION
(Bidders)
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Common Stock, No Par Value
(Title of Class of Securities)
---------------
896114105
(CUSIP Number of Class of Securities)
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Anthony W. Graziano, Jr., Esq.
Stant Expansion Corporation
c/o Stant Corporation
425 Commerce Drive
Richmond, Indiana 47374
(317) 962-6655
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copies to:
Timothy G. Massad, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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Stant Corporation ('Parent') and Stant Expansion Corporation hereby
amend and supplement their combined Tender Offer Statement on Schedule 14D-1
and Statement on Schedule 13D originally filed on November 14, 1994 (the
'Statement'), with respect to an offer (the 'Offer') to purchase all
outstanding shares of common stock, no par value, of Trico Products
Corporation, a New York corporation (the 'Company'), on the terms described
in the Offer to Purchase dated November 14, 1994. Capitalized terms not
defined herein have the meanings assigned thereto in the Statement.
Item 10. Additional Information.
On December 1, 1994, Parent announced that the waiting period under the HSR
Act expired at 11:59 p.m., New York City time, on November 30, 1994, with
respect to the Offer. The press release in respect of the announcement is
filed herewith.
Item 11. Material to be Filed as Exhibits.
(a)(10)Press release dated December 1, 1994.
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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: December 1, 1994
STANT EXPANSION CORPORATION.,
by
/s/ Anthony W. Graziano, Jr.
------------------------------
Name: Anthony W. Graziano, Jr.
Title: Vice President, General
Counsel and Secretary
STANT CORPORATION,
by
/s/ Anthony W. Graziano, Jr.
-----------------------------
Name: Anthony W. Graziano, Jr.
Title: Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
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Sequentially
Exhibit No. Description Numbered Pages
<S> <C> <C>
(a)(10) Press release dated December 1, 1994
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STANT PRESS RELEASE December 1, 1994
CORPORATION FOR IMMEDIATE RELEASE
STANT CORPORATION
ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO
WAITING PERIOD IN CONNECTION WITH ITS
OFFER FOR TRICO PRODUCTS CORPORATION
Richmond, Indiana, December 1, 1994---Stant Corporation
(NASDAQ:STNT) announced today that the waiting period under
the provisions of the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 expired at 11:59 p.m., New York City time, on
November 30, 1994, with respect to its tender offer to
purchase all outstanding shares of common stock of Trico
Products Corporation (NASDAQ:TRCO) for $85.00 per share, net
to the seller in cash. Stant had previously filed on
November 15, 1994, a Notification and Report Form under the
Hart-Scott-Rodino Antitrust Improvements Act with respect to
the offer.
The offer and withdrawal rights expire at 12:00
midnight, New York City time, on Monday, December 12, 1994,
unless extended.
Stant Corporation, headquartered in Richmond, Indiana, is a
manufacturer of automotive parts including closure caps, fuel
and vapor control valves, engine thermostats, hose clamps,
automotive tools, grease guns and automotive fittings, windshield
wiper blades, heater parts and power steering hoses and units. Trico,
headquartered in Buffalo, New York, is the world's largest manufacturer
of windshield wiping systems.
Contact: Thomas F. Plocinik
Stant Corporation
(317) 962-6655
425 Commerce Drive
Richmond, Indiana 47374-2646
Tel (317) 962-6655 Fax (317) 962-6866
