SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
(FINAL AMENDMENT)
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REXEL, INC.
(Name of Subject Company)
REXEL, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
761680 10 7
(CUSIP Number of Class of Securities)
Jon O. Fullerton, Esq.
Vice President, General Counsel and Secretary
Rexel, Inc.
150 Alhambra Circle
Coral Gables, Florida 33134
(305) 446-8000
(Name, address and telephone number of person authorized to receive
notice and communication on behalf of the person(s) filing
statement).
With a Copy to:
Paul T. Schnell, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022-3897
(212) 735-3000
This Amendment No. 2 (Final Amendment) amends and supplements the
Solicita tion/Recommendation Statement on Schedule 14D-9, dated October
23, 1997, as amended (the "Schedule 14D-9"), of Rexel, Inc., a New York
corporation (the "Company"), filed in connection with the Offer described
in the Schedule 14D-9. On November 21, 1997, Parent announced by press
release that Purchaser successfully completed the Offer for the Shares of
the Company. A copy of the press release is filed herewith as Exhibit
(a)(17) and is incorporated herein by reference. Capitalized terms used
herein shall have the definitions set forth in the Schedule 14D-9 unless
otherwise provided herein.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 9 is hereby amended and supplemented by adding
the following:
Exhibit No.
(a)(17) Press Release issued by Rexel S.A. on November 21, 1997.+
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+ Filed herewith.
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.
Dated: November 24, 1997 REXEL, INC.
By: /s/ Gilles Guinchard
Name: Gilles Guinchard
Title:President and Chief
Executive Officer
LIST OF EXHIBITS
Exhibit No. Description
(a)(17) Press Release issued by Rexel S.A. on November 21, 1997.+
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+ Filed herewith.
EXHIBIT (A)(17)
PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: JEANNE CARR (212) 929-5500
REXEL S.A. ANNOUNCES COMPLETION OF TENDER OFFER
FOR SHARES OF COMMON STOCK OF REXEL, INC.
New York, NY - November 21, 1997 - Rexel S.A. announced that it
has successfully completed its tender offer, through its subsidiary,
International Technical Distributors, Inc. ("ITD"), for the shares of
Common Stock of Rexel, Inc. (NYSE-"RXL"). All of the shares tendered and
not properly withdrawn were purchased upon the expiration of the tender
offer which expired last night at midnight and which will not be
extended.
Rexel S.A. has been informed by IBJ Schroder Bank & Trust
Company, the depositary for the tender offer, that, as of the expiration
of the tender offer, 11,644,090 shares were tendered, and not properly
withdrawn, pursuant to the tender offer, representing approximately 93%
of the outstanding shares of Rexel, Inc. on a fully diluted basis, which
ownership is sufficient to ensure the success of the previously announced
merger of ITD and Rexel, Inc. There remains outstanding 1,254,919 shares
of Rexel, Inc. (excluding shares issuable upon issued but unexercised
options) that are not beneficially owned by Rexel S.A. and which were not
validly tendered pursuant to the tender offer. The Rexel, Inc.
shareholders meeting to approve the merger is scheduled to be held on
December 30, 1997; the record date for shareholders entitled to vote at
the meeting is November 25, 1997.
A ruling has been requested from the French fiscal authorities
to permit the Company to transfer its shares of Rexel, Inc. to ITD, tax
free; if such ruling is obtained, ITD will own more than ninety percent
of the shares of Rexel, Inc., thereby permitting the merger to become
effective through a "short form" merger procedure promptly following the
receipt of the tax ruling and without a shareholders meeting of Rexel,
Inc. New York law permits a merger of a ninety percent (or more) owned
subsidiary with its parent without action of the shareholders of the
subsidiary.
Rexel, Inc. is a major electrical supplies distributor in the
U.S. Rexel S.A. is the majority shareholder of Rexel, Inc. Rexel S.A. is
headquartered in Paris, France, and is listed on the Paris stock
exchange. Rexel S.A., operating through its affiliated companies,
including Rexel, Inc., is the largest electrical supplies distributor in
the world, with operations in 17 countries.
