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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
JULY 14, 1997
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(JULY 8, 1997)
DETROIT DIESEL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-12394 38-2772023
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(Commission File Number) (IRS Employer Identification No.)
13400 OUTER DRIVE WEST, DETROIT, MICHIGAN 48239-4001
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(Address of principal executive offices, including zip code)
313-592-5000
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(Registrant's telephone number, including area code)
This report contains 9 pages. The exhibit index is on page 5.
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TABLE OF CONTENTS
PAGE NO.
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ITEM 5 - OTHER EVENTS 3
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS 3
A) Not Applicable
B) Not Applicable
C) Exhibits
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ITEM 5 - OTHER EVENTS
Execution of Merger Agreement.
Detroit Diesel Corporation, a Delaware corporation ("Detroit Diesel"), OMC
Acquisition Corp., a Delaware corporation (the "Merger Sub") and a wholly-owned
subsidiary of Detroit Diesel, and Outboard Marine Corporation, a Delaware
corporation ("OMC"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of July 8, 1997. Pursuant to the terms of the Merger
Agreement, on or before July 15, 1997, Merger Sub will initiate a cash tender
offer to purchase 13,842,619 shares of Common Stock of OMC at a price of $16.00
per share (the "Offer"). In the event the Offer is consummated, a meeting of
OMC shareholders will be held to approve the Merger Agreement and the merger of
Merger Sub into OMC. In the merger, the outstanding shares of Common Stock of
OMC will be exchanged for an aggregate of 4,000,000 shares of Common Stock of
Detroit Diesel plus a variable amount of cash based on the closing price of the
Detroit Diesel Common Stock. Pursuant to the Merger Agreement, at the
effective time of the merger, each then issued and outstanding share of OMC
Common Stock, other than shares held by Detroit Diesel, Merger Sub and OMC and
shares to which appraisal rights have been properly exercised (the "Exchanged
Common Shares") will be converted into the right to receive (1) a fractional
share of Detroit Diesel Common Stock equal to 4,000,000 divided by the number
of Exchanged Common Shares (the "Exchange Ratio") plus (2) a cash payment equal
to (i) $16.00 minus (ii) the product of the Exchange Ratio multiplied by
$25.00, plus (3) in the event the average closing price on the New York Stock
Exchange for Detroit Diesel Common Shares for the 20 consecutive trading days
ending on the fifth trading day prior to the closing date of the merger (the
"DDC Closing Date Price") is less than $25.00, then an additional cash payment
equal to the product of the Exchange Ratio multiplied by the lesser of (i)
$25.00 minus the DDC Closing Date Price or (ii) $6.00.
As of June 30, 1997, there were 20,205,515 shares of OMC Common Stock
outstanding, excluding shares issuable upon (I) the exercise of options to
purchase an aggregate of approximately 1.4 million shares of OMC Common Stock
and (ii) the conversion of outstanding convertible debt instruments.
The joint press release of OMC and Detroit Diesel issued on July 9, 1997
announcing the Merger Agreement is attached as an exhibit hereto. Detroit
Diesel issued a press release on July 10, 1997 to provide further details on
the transaction, a copy of which is also attached as an exhibit hereto.
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(A) Not Applicable.
(B) Not Applicable.
(C) Exhibits.
The exhibits listed in the accompanying Exhibit Index is filed as part of this
Current Report on Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DETROIT DIESEL CORPORATION
Date: July 14, 1997 By: /s/ John F. Farmer
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John F. Farmer
Its: Vice President and General Counsel
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EXHIBIT INDEX
The following constitutes the exhibits of the Current Report on Form 8-K of
Detroit Diesel Corporation on July 14, 1997.
EXHIBIT PAGE
NUMBER EXHIBIT NUMBER
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99.1 Joint press release dated July 9, 1997 of OMC and Detroit 6
Diesel Corporation.
99.2 Detroit Diesel press release dated July 10, 1997, announcing 8
additional details of the Detroit Diesel/OMC transaction.
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