SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Rule 14a-11(c) or Rule 14a-12
TRIPLE S PLASTICS, INC.
(Name of Registrant as Specified in its Charter)
________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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and 0-11.
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computed pursuant to Exchange Act Rule 0-11 (Set forth the
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EIMO OYJ STOCK EXCHANGE RELEASE 05.02.2001 AT 09.00 1 (2)
EIMO OYJ AND TRIPLE S PLASTICS, INC. AGREE TO AMEND MERGER AGREEMENT
LAHTI, FINLAND and PORTAGE, MICHIGAN, February 5, 2001 -- Eimo Oyj
(HEX:EIMAV)and Triple S Plastics, Inc. (Nasdaq: TSSS) announced today
that they agreed on February 3, 2001 to amendments to the merger
agreement between Eimo and Triple S and the lock-up agreement entered
into by Eimo and certain principal shareholders of each company.
The merger agreement has been amended to extend the date by which the
merger must be completed from February 28, 2001 to June 30, 2001.
However, the parties expect to complete the merger prior to the end of
the first calendar quarter of 2001. The merger is subject to approval
by the shareholders of Triple S and Eimo, and will be presented for
approval at shareholders' meetings of both companies. As previously
announced, the merger is intended to be tax free to the Triple S
shareholders and is intended to be accounted for as a pooling-of-
interests under Finnish Accounting Standards.
Under the amended merger agreement, the number of Eimo Series A shares
issuable in the merger is now based on a fixed exchange ratio of 6.45
Eimo Series A shares for each Triple S share, regardless of the value
of Eimo's Series A shares at the time of the merger. Each outstanding
option to acquire Triple S common stock will be converted on the same
basis into an option to acquire Eimo Series A shares.
The above exchange ratio will mean that Triple S shareholders and
option holders will hold after the merger approximately 39.3% of the
outstanding shares and options of the combined company on a fully
diluted basis.
Eimo also has agreed to propose to its shareholders at its
extraordinary general meeting a larger change to the composition of
Eimo's board of directors than previously announced. Following the
merger, the Eimo board of directors will have seven members and the
board of directors is anticipated to include not only A. Christian
Schauer, the current CEO of Triple S, but also Daniel B. Canavan,
another current director and officer of Triple S, as well as Evan C.
Harter, a current outside director of Triple S. Of the current Eimo
directors, Jalo Paananen is expected to continue as chairman, and
Markku Sulonen and Elmar Paananen are expected to step down, the
latter in particular to keep the number of outside board members at a
majority.
Finally, the parties to the lock-up agreement, who include certain
principal shareholders of Triple S and Eimo, have agreed to a revision
of some of its terms. The lock up agreement, as amended, will now
limit the sale of only 50% of the relevant shares owned by each
shareholder who is a party to the agreement and will have a term of
only one year after the merger.
The documents effecting the changes described above are being filed by
Eimo in the United States under Form 425 and will be exhibits to
Eimo's proxy statement/prospectus when filed with the SEC.
Eimo Oyj
Heikki Marttinen
President and CEO
Further information:
Eimo Oyj
Elmar Paananen, Executive Vice Chairman, +358 500 503865
www.eimo.com
Triple S Plastics, Inc.
Daniel B. Canavan, Chairman, + 1 616 327 2227
www.tsss.com
DISTRIBUTION:
HEX Helsinki Exchanges and Nasdaq
Press
This information was furnished on behalf of Triple S Plastics, Inc.,
Eimo Oyj and their respective boards of directors. Investors are
urged to read the information to be filed with the United States
Securities and Exchange Commission in connection with the merger,
including the proxy material to be sent to the holders of common stock
of Triple S to solicit their approval of the amended merger agreement
and the transactions contemplated thereby and the registration
statement to be filed by Eimo on Form F-4 with respect to ordinary
shares of Eimo to be issued in connection with the transaction, each
of which will contain important information, including a copy of the
amended merger agreement as an exhibit. Such documents, when filed,
will be available free of charge from the SEC website at www.sec.gov.
The combined proxy statement/prospectus of Triple S and Eimo will be
sent, free of charge, to persons who are holders of Triple S common
stock as of the record date for the Triple S Special Meeting.
This press release includes statements that constitute forward-looking
statements made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. This information involves
risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements. For certain
information regarding these risks and uncertainties, reference is made
to Eimo's March 1999 Offering Circular for 5,000,000 share combined
offering (copies of which are available from Eimo upon written
request) and Triple S' Annual Report on Form 10-K for the year ended
March 31, 2000.