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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
LANIER WORLDWIDE, INC.
(Name of Subject Company)
LANIER WORLDWIDE, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
51589L 10-5
(CUSIP Number of Class of Securities)
J. MICHAEL KELLY
GENERAL COUNSEL
LANIER WORLDWIDE, INC.
2300 PARKLAKE DRIVE, N.E.
ATLANTA, GEORGIA 30345
(770) 496-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
COPY TO:
RUSSELL B. RICHARDS
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
(404) 572-4600
/ / CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
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This statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") on December 8, 2000 (the "Schedule 14D-9") by Lanier
Worldwide, Inc., a Delaware corporation (the "Company"), relating to an offer by
LW Acquisition Corp., a Delaware corporation "Purchaser"), and an indirect,
wholly-owned subsidiary of Ricoh Company Ltd., a Japanese corporation
("Parent"), disclosed in a Tender Offer Statement on Schedule TO, dated December
8, 2000 (the "Schedule TO"), to purchase any and all of the issued and
outstanding shares of the common stock, par value $0.01 per share, of the
Company (the "Common Stock"), including the associated Rights to purchase shares
of the Company's Participating Preferred Stock (the "Rights," and together with
the Common Stock, the "Shares") issued pursuant to the Stockholder Protection
Rights Agreement, dated as of November 5, 1999 between the Company and Mellon
Investor Services, L.L.C., formerly ChaseMellon Shareholder Services, L.L.C., as
Rights Agent, at a price of $3.00 per share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
December 8, 2000 (the "Offer to Purchase") and the related Letter of Transmittal
(the "Letter of Transmittal," which, as may be amended from time to time,
together with the Offer to Purchase, constitute the "Offer").
ITEM 8. ADDITIONAL INFORMATION.
The response to Item 8 is hereby amended by adding the following paragraph
as the fifth paragraph in the section entitled "Regulatory Approvals -- United
States Anti-Trust Compliance":
On December 18, 2000, the Company and Parent issued a joint press release
announcing that the Federal Trade Commission had granted early termination of
the required waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, with respect to the pending Merger. A copy of this
press release is attached as Exhibit (a)(9) hereto and is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended by filing the following
Exhibits herewith:
(a)(1) Offer to Purchase (incorporated by reference to Exhibit (a)(1)(A)
of Purchaser's Schedule TO, filed with the Commission on
December 8, 2000).
(a)(2) Letter of Transmittal (incorporated by reference to Exhibit
(a)(1)(B) of Purchaser's Schedule TO, filed with the Commission on
December 8, 2000).
(a)(3)* Recommendation Letter to the Stockholders of the Company, dated
December 8, 2000.
(a)(4) Press Release issued by the Company on November 29, 2000, announcing
the Merger and the Offer (incorporated by reference to Exhibit
(a)(4) to the Company's Schedule 14D-9, filed by the Company with
the Commission on November 30, 2000).
(a)(5)* Opinion of The Robinson-Humphrey Company, LLC, dated November 27,
2000 (included as ANNEX B to this Schedule 14D-9).
(a)(6)* Information Statement of the Company (included as ANNEX A to this
Schedule 14D-9).
(a)(7) Transcript of Conference Call held by the Company on December 5,
2000 (incorporated by reference to Exhibit (a)(7) to the Company's
Schedule 14D-9, filed by the Company with the Commission on December
6, 2000).
(a)(8) Joint Press Release issued by Parent and the Company, dated December
8, 2000 (incorporated by reference to Exhibit (a)(1)(H) of
Purchaser's Schedule TO, filed with the Commission on December 8,
2000).
(a)(9) Joint Press Release issued by the Company and Parent, dated December
18, 2000.
(a)(10) Communication Distributed to Employees of the Company, beginning on
December 18, 2000,
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with respect to the Merger.
(e)(1) Agreement and Plan of Merger dated as of November 29, 2000, by and
among Purchaser, Parent and the Company (incorporated by reference
to Exhibit (d)(1) of Purchaser's Schedule TO, filed with the
Commission on December 8, 2000).
(e)(2)* Confidentiality Agreement, dated as of June 22, 2000, by and between
Parent and the Company.
(e)(3)* Executive Employment Agreement, entered into on November 29, 2000,
by and between the Company and Wesley E. Cantrell.
(e)(4)* Executive Employment Agreement, entered into on November 29, 2000,
by and between the Company and C. Lance Herrin.
(e)(5)* Amendment No. 2 to the Lanier Worldwide, Inc. Employee Stock
Purchase Plan, adopted November 29, 2000.
(e)(6)* Amendment No. 2 to the Lanier Worldwide, Inc. Save to Accumulate
Retirement $ (STAR$) Plan, as amended and restated as of December 1,
1999, executed November 28, 2000.
(e)(7) Letter Agreement, dated November 29, 2000, between Ricoh Company,
Ltd. and Harris Corporation (incorporated by reference to Exhibit
(d)(3) of Purchaser's Schedule TO, filed with the Commission on
December 8, 2000).
(e)(8) Letter Agreement, dated November 29, 2000, between Harris
Corporation, Ricoh Company, Ltd., and Lanier Worldwide, Inc.
(incorporated by reference to Exhibit (d)(4) of Purchaser's Schedule
TO, filed with the Commission on December 8, 2000).
(e)(9)* Sales Agreement, dated as of July 1, 1999, by and between Parent and
the Company.
(e)(10) Voting and Tender Agreement, dated as of November 29, 2000, by and
between Harris Corporation and Parent (incorporated by reference to
Exhibit (d)(2) of Purchaser's Schedule TO, filed with the Commission
on December 8, 2000).
(e)(11)* Amendment to Rights Agreement, effective as of November 29, 2000.
ANNEX A Information Statement of the Company.
ANNEX B Opinion of the Robinson-Humphrey Company, LLC, dated November 27, 2000.
*Previously filed.
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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
accurate.
LANIER WORLDWIDE, INC.
By: /s/ J. MICHAEL KELLY
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J. Michael Kelly
Vice President and General Counsel
Dated: December 18, 2000
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