-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EFOjAIw+7ZNwuVk/132ngg0rf6glerPopmvutiRpbxJISskDxI/cZdDp79q9Edn2 SPDUT0/GYj+NvdgInkT+Mw== 0000910647-03-000248.txt : 20030716 0000910647-03-000248.hdr.sgml : 20030716 20030716113308 ACCESSION NUMBER: 0000910647-03-000248 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030716 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERBEKE CORP CENTRAL INDEX KEY: 0000796502 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 041925880 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37856 FILM NUMBER: 03788547 BUSINESS ADDRESS: STREET 1: AVON INDUSTRIAL PARK STREET 2: 41 LEDIN DRIVE CITY: AVON STATE: MA ZIP: 02322 BUSINESS PHONE: 5085887700 MAIL ADDRESS: STREET 1: AVON INDUSTRIAL PARK CITY: AVON STATE: MA ZIP: 02322 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERBEKE JOHN H CENTRAL INDEX KEY: 0000942096 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WESTERBEKE CORPORATION STREET 2: AVON INDUSTRIAL PARK CITY: AVON STATE: MA ZIP: 02322 BUSINESS PHONE: 508-588-7700 MAIL ADDRESS: STREET 1: AVON INDUSTRIAL PARK STREET 2: C/O WESTERBEKE CORPORATION CITY: AVON STATE: MA ZIP: 02322 SC 13D/A 1 wes13da2.txt AMENDMENT NO. 2 TO SCHEDULE 13D/A OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated Average Burden hours per response 11 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* WESTERBEKE CORPORATION - --------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - --------------------------------------------------------------------------- (Title of Class of Securities) 957547102 - --------------------------------------------------------------------------- (CUSIP Number) - --------------------------------------------------------------------------- John H. Westerbeke, Jr. Copy to: and Westerbeke Acquisition Corporation Pepe & Hazard LLP Myles Standish Industrial Park Goodwin Square 150 John Hancock Road Hartford, CT 06103 Taunton, MA 02780 (860) 522-5175 (508) 823-7677 Ext. 501 Attn: Walter W. Simmers - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 12, 2003 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 957547102 - --------------------------------------------------------------------------- 1. Names of Reporting Persons. John H. Westerbeke, Jr. I.R.S. Identification Nos. of above persons (entities only). - --------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) - --------------------------------------------------------------------------- 3. SEC Use Only - --------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF - --------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e) - --------------------------------------------------------------------------- 6. Citizenship or Place of Organization U.S.A. - --------------------------------------------------------------------------- Number of 7. Sole Voting Power 0 Shares Bene- ficially by 8. Shared Voting Power 1,098,250 Owned by Each Reporting 9. Sole Dispositive Power 0 Person With 10. Shared Dispositive Power 1,098,250 - --------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,098,250 - --------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - --------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 56.2% - --------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN CUSIP No. 957547102 - --------------------------------------------------------------------------- 1. Names of Reporting Persons. Westerbeke Acquisition Corporation I.R.S. Identification Nos. of above persons (entities only). (Applied for) 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) - --------------------------------------------------------------------------- 3. SEC Use Only - --------------------------------------------------------------------------- 4. Source of Funds (See Instructions) 00 - --------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e) - - --------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - --------------------------------------------------------------------------- Number of 7. Sole Voting Power 0 Shares Bene- ficially by 8. Shared Voting Power 1,098,250 Owned by Each Reporting 9. Sole Dispositive Power 0 Person With 10. Shared Dispositive Power 1,098,250 - --------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,098,250 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x 13. Percent of Class Represented by Amount in Row (11) 56.2% 14. Type of Reporting Person (See Instructions) CO The Statement on Schedule 13D, dated May 12, 2003 (the "Initial Statement") as amended on June 4, 2003, filed by John H. Westerbeke, Jr. and Westerbeke Acquisition Corporation ("Acquisition") is hereby further amended by this Amendment No. 2, dated July 16, 2003 to reflect the opposition of Mr. Westerbeke and Acquisition to recent proposals by a third party to acquire all of the assets of Westerbeke Corporation (the "Company"), as expressed to the special committee of the board of directors of the Company. This Amendment No. 2 also amends and restates Item 5 to reflect the expiration without exercise of options to purchase 75,000 shares of Common Stock held by Mr. Westerbeke. This Amendment No. 2 is being filed by both Mr. Westerbeke and Acquisition. Item 4. Purpose of Transaction Item 4 is hereby amended by adding the following language: Mr. Westerbeke and Acquisition understand that on June 11, 2003 the special committee received a further offer from the same potential acquiror to acquire the assets of the Company on the terms set forth in the potential acquiror's letter of June 11, 2003. (See Exhibit 7). The payment to stockholders was asserted by the potential acquiror to be in excess of the $3.00 per share price offered by Mr. Westerbeke through Acquisition and greater than the potential acquiror's previous offer in May, 2003. Mr. Westerbeke and Acquisition understand that such offer was rejected by the special committee and that the Chairman of the special committee communicated the rejection to the potential acquiror by letter dated June 16, 2003. Mr. Westerbeke and Acquisition understand that a further offer was made by the potential acquiror by letter dated June 19, 2003, which offer included a small increase in price over the potential acquiror's June 11, 2003 offer. (See Exhibit 8). Mr. Westerbeke and Acquisition understand that this subsequent offer was also rejected by the special committee and that the Chairman of the special committee communicated the rejection to the potential acquiror by letter dated July 14, 2003. Mr. Westerbeke and Acquisition were approached by a member of the special committee with respect to the June 11, 2003 offer on June 12, 2003 and with respect to the June 19, 2003 offer on June 20, 2003. In both instances, Mr. Westerbeke and Acquisition repeated their position that they would not vote shares of Company Common Stock held by Acquisition and beneficially owned by Mr. Westerbeke (through Acquisition) in favor of the offer presented. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated in its entirety as follows: As of the date hereof, there are 1,954,809 shares of Common Stock issued and outstanding. Acquisition beneficially owns 1,098,250 shares of the Company's Common Stock or 56.2% of the Company's outstanding shares of Common Stock. Acquisition has the shared power to vote or direct the voting, and dispose or direct the disposition, of such shares with Mr. Westerbeke who is the sole director and the sole stockholder of Acquisition, and therefore has the shared power to vote or direct the voting, and dispose or direct the disposition, of the Company's outstanding shares of Common Stock. In the Initial Statement, Mr. Westerbeke reported that he held options to purchase 75,000 shares of Common Stock. These options expired pursuant to their terms on May 31, 2003 without being exercised. Except as described herein, Mr. Westerbeke has no other beneficial ownership of shares of Common Stock. Except as described herein, neither Mr. Westerbeke nor Acquisition has effected any transactions in the Common Stock during the past 60 days. Item 7. Materials to be filed as Exhibits. 99.7 Letter of Valley Detroit Diesel Allison, dated June 11, 2003. 99.8 Letter of Valley Detroit Diesel Allison, dated June 19, 2003. SIGNATURE After reasonable 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. WESTERBEKE ACQUISITION CORPORATION By: /s/ John H. Westerbeke 7/15/03 ------------------------------------ John H. Westerbeke, Jr. (Date) Its President /s/ John H. Westerbeke 7/15/03 ------------------------------------ John H. Westerbeke, Jr. (Date) EX-99 3 wesa2997.txt EXHIBIT 99.7 Exhibit 99.7 Valley Detroit Diesel Allison 425 South Hacienda Boulevard, City of Industry, California 91745 (626) 333-1243 FAX (626) 369-7096 FEDERAL EXPRESS - --------------- June 11, 2003 James W. Storey Chair of the Special Committee of the Board of Directors Westerbeke Corporation Three Saddle Ridge Road Dover, Mass. 02030 RE: New and Increased Offer by Valley Detroit Diesel Allison to Purchase the Assets of Westerbeke Corporation Dear Mr. Storey: Valley Detroit Diesel Allison ("VDDA" or "We") is presenting a new offer to purchase all the assets of Westerbeke Corporation ("WTBK"), subject to the liabilities on WTBK's balance sheet, on the terms and conditions set forth in this letter. The terms of the purchase offer set forth in this letter are conditioned upon the assets and liabilities of WTBK being substantially consistent with the assets and liabilities disclosed on WTBK's second quarter financial statement set forth in the Form 10Q dated April 26, 2003. 1. We will pay WTBK $7,135,053 ($3.65 times the 1,954,809 shares outstanding) in cash at closing. We are confident that our offer will yield each shareholder substantially in excess of the pending $3.00 per share offer that you have determined to recommend, even after any incidental costs of distribution of the proceeds. 2. We will assume all the liabilities stated on WTBK's balance sheet in the approximate amount of $7.2 million (based on WTBK's second quarter 2003 Form 10Q dated as of April 26, 2003). 3. We will acquire all of the assets on the WTBK balance sheet and all of WTBK's off-balance sheet assets and intangibles, including but not limited to intellectual property, service marks, trademarks, patents, copyrights, as well as any rights, claims and choses in action. The assets will be acquired free and clear of all secured and unsecured debts, mortgages, pledges, liens, charges, security interests, encumbrances and obligations of any kind or nature whatsoever. We shall obtain insurance to protect against the assertion of any undisclosed and Distributor for: DETROIT DIESEL CORPORATION DEUTZ CORPORATION ELECTRO-MOTIVE & ALLISON TRANSMISSION, DIVISIONS OF GENERAL MOTORS CORPORATION Valley Mr. James W. Storey June 11, 2003 Page 2 of 4 unassumed liabilities (other than those arising out of the conduct of Mr. Westerbeke and the Board in connection with this transaction). 4. We reiterate that we would prefer to have the cooperation, advice and insights of Mr. Westerbeke available to us in the operation of WTBK's business. The failure to obtain Mr. Westerbeke's cooperation in our purchase of WTBK's assets has limited the amount that we are able to offer over and above the amount offered herein. Conversely, Mr. Westerbeke's agreement to cooperate with our purchase would result in an upward revision of the cash portion of the purchase price. 5. WTBK will agree to distribute the net proceeds of the asset sale to its shareholders. 6. Our offer is conditioned on the unanimous approval of WTBK's Special Committee of the Board of Directors and the requisite percentage of WTBK's shareholders. 7. WTBK will suspend the deadline of June 12, 2003 imposed by the agreement between WTBK and the Westerbeke Acquisition Corporation ("WAC"). We will conduct our due diligence as quickly as possible after receiving WTBK's permission to commence our due diligence. We will have to obtain WTBK's cooperation in our performance of (a) interviews with key employees and management, (b) accounting diligence, and (c) customary legal and environmental review during a two week period for our due diligence review. 8. We will enter into a standard form non-disclosure agreement in form acceptable to WTBK's counsel prior to commencing our due diligence review. 9. This is a firm offer, subject only to WTBK's agreement to the foregoing terms and the successful completion of our due diligence review. 10. We are ready to perform financially and are willing to provide you with substantiation on request. 11. Based on the terms outlined in this letter, the parties will proceed to negotiate a mutually satisfactory asset purchase agreement (the "Definitive Agreement"). The Definitive Agreement will contain terms, conditions, representations, warranties, covenants and non-competition provisions customary and appropriate for the type of transaction contemplated. 12. Provided that VDDA has presented transaction documents and is prepared to close the transaction on the economic terms outlined herein, if for any reason whatsoever the transaction does not close on the terms and conditions set forth herein, WTBK will pay VDDA a break-up fee of seventy- five thousand dollars ($75,000.00). The parties acknowledge and agree that, given VDDA's substantial investment of time and resources in due diligence, Valley Mr. James W. Storey June 11, 2003 Page 3 of 4 documentation, planning and related activities associated with the transaction, and the difficulty of quantifying with precision VDDA's losses if the transaction does not occur (including out-of-pocket costs, opportunity costs and other costs) this break-up fee is fair and reasonable compensation to VDDA. 13. Between the date of this letter and the closing date of the Definitive Agreement, WTBK will have conducted its business and affairs only in the ordinary and usual course, will not have engaged in any activity or entered into any transaction outside of the ordinary and usual course of business and will not have increased the compensation of any director or officer or of any other employee, contractor or other person or entity. Prior to the Closing Date, WTBK shall preserve and keep intact its business organization, to keep available to WTBK the services of its present employees and contractors, including its officers, and to preserve for VDDA the good will of the contractors, customers, suppliers, creditors and others having business relations with WTBK. In particular, WTBK will not transfer or sell any of its assets other than retail sales in the ordinary course of business. 14. This letter is an expression of the current intentions of the parties only and is not legally binding upon the parties hereto. This letter does not set forth all of the matters upon which agreement must be reached in order for the proposed transaction to be consummated. Notwithstanding anything to the contrary contained in this paragraph, the provisions of paragraphs 11, 12, 13 and 14 of this letter shall be legally binding upon and enforceable against each of the parties hereto. VDDA's terms, as set forth above, offer several collateral benefits for the WTBK shareholders, including (a) higher net proceeds to the WTBK shareholders, (b) the lowering of costs associated with the acquisition, (c) the elimination of potential liabilities and (d) improvement of (rather than harming) the defendant's position in the lawsuit arising from the terms of WAC's offer to acquire the shares of WTBK. We believe our offer will result in a substantially greater economic benefit to all of the shareholders of WTBK without exposing them to any higher risk or detriment. In addition we strongly believe that VDDA brings significant resources and collateral benefits to the operations of WTBK including its employees. It is VDDA's intent to restore the operations of WTBK to profitability through the utilization of its existing plant. VDDA's prior offer to purchase WTBK's assets was rejected by your Special Committee of the Board on the grounds that "the proposed transaction would require approval by holders of a majority of the Company common stock, and that in light of Mr. Westerbeke's stated opposition to the offer, it would be imprudent to expend Company resources pursuing a transaction that could not be consummated." The recommendation by this Committee to accept anything other than the best and fair price for WTBK's assets on behalf of all of its shareholders would be inherently unfair and could give recognition to a second and inferior class of Valley Mr. James W. Storey June 11, 2003 Page 4 of 4 shareholder. We urge your Committee to discharge its duty in good faith to obtain the fair price for WTBK's assets and submit VDDA's offer to the shareholders for their approval. We would like to afford you a reasonable opportunity to consider our proposal. We respectfully request that you respond by 3 P.M. (EDT)/12 P.M. (PDT) on Monday June 16, 2003 to let us know your response to this offer to acquire the assets of WTBK. Very truly yours, VALLEY DETROIT DIESEL ALLISON By: /s/ Michael P. Barnett ----------------------------- Michael P. Barnett, President Accepted and Agreed to: WESTERBEKE CORPORATION By: ________________________ Date: _______________________ cc: H. Clark Lee, Chairman of the Board Peter B. Hill, Jr., Vice President Robert K. Humphryes, CFO Michael E. Shaff; Falk, Shaff & Ziebell, LLP EX-99 4 wesa2998.txt EXHIBIT 99.8 Exhibit 99.8 Valley Detroit Diesel Allison 425 South Hacienda Boulevard, City of Industry, California 91745 (626) 333-1243 FAX (626) 369-7096 FEDERAL EXPRESS - --------------- June 19, 2003 James W. Storey Chair of the Special Committee of the Board of Directors Westerbeke Corporation Three Saddle Ridge Road Dover, Mass. 02030 RE: New and Third Offer by Valley Detroit Diesel Allison to Purchase the Assets of Westerbeke Corporation Dear Mr. Storey: Valley Detroit Diesel Allison ("VDDA" or "We") is presenting a new offer to purchase all of the assets of Westerbeke Corporation ("WTBK"), subject to the liabilities on WTBK's balance sheet, on the terms and conditions set forth in this letter. The terms of the purchase offer set forth in this letter are conditioned upon the assets and liabilities of WTBK being substantially consistent with the assets and liabilities disclosed on WTBK's second quarter financial statement set forth in the Form 10Q dated April 26, 2003. 1. We will pay WTBK $7,232,793 ($3.70 times the 1,954,809 shares outstanding) in cash at closing. We are confident that our offer will yield each shareholder substantially in excess of the pending $3.00 per share offer that you have determined to recommend, even after any incidental costs of distribution of the proceeds. 2. We will assume all the liabilities stated on WTBK's balance sheet in the approximate amount of $7.2 million (based on WTBK's second quarter 2003 Form 10Q dated as of April 26, 2003). 3. We will acquire all of the assets on the WTBK balance sheet and all of WTBK's off-balance sheet assets and intangibles, including but not limited to intellectual property, service marks, trademarks, patents, copyrights, as well as any rights, claims and choses in action. The assets will be acquired free and clear of all secured and unsecured debts, mortgages, pledges, liens, charges, security interests, encumbrances and obligations of any kind or nature whatsoever. We shall obtain insurance to protect against the assertion of any undisclosed and Distributor for: DETROIT DIESEL CORPORATION DEUTZ CORPORATION ELECTRO-MOTIVE & ALLISON TRANSMISSION, DIVISIONS OF GENERAL MOTORS CORPORATION Valley Mr. James W. Storey Third Offer to Purchase WTBK June 19, 2003 Page 2 of 4 unassumed liabilities (other than those arising out of the conduct of Mr. Westerbeke and the Board in connection with this transaction). 4. WTBK will agree to distribute the net proceeds of the asset sale to its shareholders. 5. Our offer is conditioned on the approval of WTBK's Special Committee of the Board of Directors and the unanimous approval of the non- employee members of the Board of Directors of WTBK. 6. We will conduct our due diligence as quickly as possible. We request immediate access to WTBK to obtain (a) interviews with key employees and management, (b) accounting diligence, and (c) customary legal and environmental reviews. 7. We will enter into a standard form non-disclosure agreement in form acceptable to WTBK's counsel prior to commencing our due diligence review. 8. This is a firm offer, subject only to WTBK's agreement to the foregoing terms and the successful completion of our due diligence review. 9. We are ready to perform financially and are willing to provide you with substantiation on request. 10. Based on the terms outlined in this letter, the parties will proceed to negotiate a mutually satisfactory asset purchase agreement (the "Definitive Agreement"). The Definitive Agreement will contain terms, conditions, representations, warranties, covenants and non-competition provisions customary and appropriate for the type of transaction contemplated. 11. Provided that VDDA has presented transaction documents and is prepared to close the transaction on the economic terms outlined herein, if for any reason whatsoever the transaction does not close on the terms and conditions set forth herein, WTBK will pay VDDA a break-up fee of seventy- five thousand dollars ($75,000.00). The parties acknowledge and agree that, given VDDA's substantial investment of time and resources in due diligence, documentation, planning and related activities associated with the transaction, and the difficulty of quantifying with precision VDDA's losses if the transaction does not occur (including out-of-pocket costs, opportunity costs and other costs) this break-up fee is fair and reasonable compensation to VDDA. 12. Between the date of this letter and the closing date of the Definitive Agreement, WTBK will have conducted its business and affairs only in the ordinary and usual course, will not have engaged in any activity or entered into any transaction outside of the ordinary and usual Valley Mr. James W. Storey Third Offer to Purchase WTBK June 19, 2003 Page 3 of 4 course of business and will not have increased the compensation of any director or officer or of any other employee, contractor or other person or entity. Prior to the Closing Date, WTBK shall preserve and keep intact its business organization, to keep available to WTBK the services of its present employees and contractors, including its officers, and to preserve for VDDA the good will of the contractors, customers, suppliers, creditors and others having business relations with WTBK. In particular, WTBK will not transfer or sell any of its assets other than retail sales in the ordinary course of business. 13. This letter is an expression of the current intentions of the parties only and is not legally binding upon the parties hereto. This letter does not set forth all of the matters upon which agreement must be reached in order for the proposed transaction to be consummated. Notwithstanding anything to the contrary contained in this paragraph, the provisions of paragraphs 10, 11, 12 and 13 of this letter shall be legally binding upon and enforceable against each of the parties hereto. VDDA's terms, as set forth above, offer several collateral benefits for the WTBK shareholders, including (a) higher net proceeds to the WTBK shareholders, (b) the lowering of costs associated with the acquisition, (c) the elimination of potential liabilities and (d) improvement of (rather than harming) the defendant's position in the lawsuit arising from the terms of Westerbeke Acquisition Corporation's offer to acquire the shares of WTBK. We believe our offer will result in a substantially greater economic benefit to all of the shareholders of WTBK without exposing them to any higher risk or detriment. In addition we strongly believe that VDDA brings significant resources and collateral benefits to the operations of WTBK including its employees. It is VDDA's intent to restore the operations of WTBK to profitability through the utilization of its existing plant. We again restate that we would prefer to have the cooperation, advice and insights of Mr. Westerbeke available to us in the operation of WTBK's business. The failure to obtain Mr. Westerbeke's cooperation in our purchase of WTBK's assets has limited the amount that we are able to offer over and above the amount offered herein. The Agreement and Plan of Merger obligates your committee to recommend to the shareholders the "Superior Acquisition Proposal". VDDA's offer is clearly the better offer open for your consideration, as it will "provide greater value to the Company's shareholders than the transaction contemplated by the Agreement and Plan of Merger." We are ready, willing and able to consummate the offer as set forth in this letter. We urge your committee to discharge its duty in good faith to obtain the fair price for WTBK's assets and recommend VDDA's superior acquisition proposal to the shareholders for their approval. Valley Mr. James W. Storey Third Offer to Purchase WTBK June 19, 2003 Page 4 of 4 We would like to afford you a reasonable opportunity to consider our proposal. We therefore will hold this offer open through 3 P.M. (EDT)/12 P.M. (PDT) on Thursday July 3, 2003 for you to let us know your response to this offer to acquire the assets of WTBK. Very truly yours, VALLEY DETROIT DIESEL ALLISON By: /s/ Michael P. Barnett ----------------------------- Michael P. Barnett, President Accepted and Agreed to: WESTERBEKE CORPORATION By: ________________________ Date: _______________________ cc: H. Clark Lee, Chairman of the Board Peter B. Hill, Jr., Vice President Robert K. Humphryes, CFO Michael E. Shaff; Falk, Shaff & Ziebell, LLP -----END PRIVACY-ENHANCED MESSAGE-----