LANIER WORLDWIDE INC
SC 14D9/A, 2001-01-19
PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES
Previous: LABRANCHE & CO INC, 425, 2001-01-19
Next: LANIER WORLDWIDE INC, SC 14D9/A, EX-99.(A)(13), 2001-01-19


<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 AMENDMENT NO. 4
                                       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.

================================================================================

<PAGE>

         This Amendment No. 4 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission (the "Commission") on December 8, 2000 (as
amended on December 18, 2000, December 22, 2000 and January 9, 2001, 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 (as amended on December 18, 2000, December
22, 2000, December 27, 2000 and January 9, 2001, 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, without interest thereon, 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," as may be amended from time to time, which, 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 second paragraph in the subsection entitled "Regulatory
Approvals -- Republic of Colombia Antitrust Approval":

         On January 19, 2001, Parent and the Company issued a joint press
release announcing that the Superintendent of Commerce of The Republic of
Colombia issued its authorization to the Merger on January 19, 2001. The receipt
of this authorization satisfies one of the conditions to the Offer. A copy of
this press release is attached as Exhibit (a)(13) hereto and is incorporated
herein by reference.


                                       2
<PAGE>

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, with respect to the status of the Offer.
(a)(11)*    Press Release issued by the Company on December 22, 2000.
(a)(12)*    Press Release issued by Parent on January 9, 2001.
(a)(13)**   Press Release issued by Parent and the Company on January 19, 2001.
(a)(14)**   Communication Distributed to Employees of the Company on January 9,
            2001, 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.


                                       3
<PAGE>

(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.
** Filed herewith.


                                       4
<PAGE>

                                    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
                                            --------------------------
                                              J. Michael Kelly
                                              Vice President and General Counsel


Dated:  January 19, 2001


                                       5


Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sept | Oct | Nov | Dec

© 2019 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission