<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3* 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
TRICO PRODUCTS CORPORATION
(Name of Subject Company)
STANT EXPANSION CORPORATION
STANT CORPORATION
(Bidders)
Common Stock, No Par Value
(Title of Class of Securities)
896114105
(CUSIP Number of Class of Securities)
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
Page 1 of 5 pages
* Final Amendment
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CUSIP No. 896114105 14D-1 and 13D Page 2 of 5 Pages
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<S> <C> <C>
1 NAME OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stant Expansion Corporation (35-1936445)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCES OF FUNDS
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,758,753
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 94% of the Shares outstanding as of December 19, 1994*
10 TYPE OF REPORTING PERSON
CO
</TABLE>
* See footnote on following page.
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CUSIP No. 896114105 14D-1 and 13D Page 3 of 5 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stant Corporation (35-1768429)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCES OF FUNDS
BK
5 CHECK 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
1,758,753
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 94% of the Shares outstanding as of December 19, 1994*
10 TYPE OF REPORTING PERSON
CO
</TABLE>
* This figure represents the final results in respect of all of the shares
tendered and accepted for payment by Stant Expansion Corporation (the
'Purchaser'), a wholly owned subsidiary of Stant Corporation, of common stock,
no par value (the 'Shares'), of Trico Products Corporation, pursuant to the
Purchaser's tender offer for all outstanding Shares for a price of $85.00 per
Share, net to the seller in cash.
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4
Stant Corporation ('Parent') and Stant Expansion Corporation ('Sub') hereby
amend and supplement their combined Tender Offer Statement on Schedule 14D-1 and
Statement on Schedule 13D originally filed on November 14, 1994, as amended by
Amendment No. 1 thereto filed on December 1, 1994, and Amendment No. 2 thereto
filed on December 13, 1994 (as so amended, 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.
(h) The final results of the Offer are that 1,758,753 Shares, representing
approximately 94% of outstanding Shares, had been tendered pursuant to the Offer
and Purchaser has accepted for payment all such Shares.
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5
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 21, 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
