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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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DETECTION SYSTEMS, INC.
(Name of Subject Company)
DETECTION SYSTEMS, INC.
(Name of Person(s) Filing Statement)
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Common Stock, Par Value $.05 Per Share
(Title of Class of Securities)
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250644 10 1
(CUSIP Number of Class of Securities)
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Frank J. Ryan,
Vice President, Secretary and Treasurer
Detection Systems, Inc.
130 Perinton Parkway
Fairport, New York 14450
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement).
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With a copy to:
Stephen M. Banker, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036-6522
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
| | Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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This Amendment No. 2 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated December 20,
2000, as amended (the "Schedule 14D-9"), of Detection Systems, Inc., a New
York corporation, (the "Company"), relating to the Offer (as defined below)
by Bosch Security Systems Corporation (the "Purchaser"), a New York
corporation and wholly owned subsidiary of Robert Bosch GmbH, a limited
liability company organized under the laws of Germany ("Parent"), to
purchase all outstanding shares of common stock, par value $.05 per share
(the "Shares"), of the Company at a price of $18.00 per share, net to the
seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase and in the related Letter of Transmittal, copies of
which were included as Exhibits (a)(1) and (a)(2) to the Tender Offer
Statement on Schedule TO, respectively, filed by Parent and Purchaser with
the SEC on December 20, 2000 (which, as they may be amended or supplemented
from time to time, together constitute the "Offer"). All capitalized terms
used in this Amendment but not defined herein shall have the meanings
ascribed to them in the Schedule 14D-9. The item numbers and responses
thereto are in accordance with the requirements of Schedule 14D-9.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
1. Item 2 of the Schedule 14D-9 is hereby amended by deleting the
final paragraph thereof.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
2. Part 2 of Item 3 of the Schedule 14D-9 is hereby amended and
supplemented by amending and restating the first sentence of the
first full paragraph on page 3 in its entirety as follows:
"The conditions (a) through (g) set forth above are for the sole
benefit of Parent and Purchaser and may be waived by Parent or the
Purchaser, in whole or in part, at any time prior to the
expiration of the Offer."
3. Part 4 of Item 3 of the Schedule 14D-9 is hereby amended and
supplemented by inserting the following new paragraph before the
last paragraph thereof:
"Mr. Lederer has donated 30,000 of his Shares to the Rochester
Area Community Foundation ("RACF"), pursuant to an agreement,
dated January 16, 2001, by and among Mr. Lederer, Purchaser and
RACF. The agreement provides that RACF will assume all of Mr.
Lederer's rights and obligations under the Voting and Option
Agreement with respect to such Shares. A copy of such agreement is
attached hereto as Exhibit No. 11 and incorporated herein by
reference."
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
4. Item 6 of the Schedule 14D-9 is hereby amended and supplemented by
inserting the following new paragraphs before the last paragraph
thereof:
"Mr. Lederer has donated 30,000 of his Shares to RACF, pursuant to
an agreement, dated January 16, 2001, by and among Mr. Lederer,
Purchaser and RACF. The agreement provides that RACF will assume
all of Mr. Lederer's rights and obligations under the Voting and
Option Agreement with respect to such Shares. Such agreement is
attached hereto as Exhibit No. 11 and incorporated herein by
reference.
As a result of the Voting and Option Agreement and subsequent
donation to RACF, Messrs. Kostusiak and Lederer may be deemed to
have formed a "group" within the meaning of Section 13(d) of the
Exchange Act with Parent, Purchaser and RACF. Under Exchange Act
Rule 13d-5(b)(1), each member of such group would be deemed to
beneficially own all Shares owned by each other member of such
group. Thus, each of Messrs. Kostusiak and Lederer, Parent,
Purchaser and RACF may be deemed to own 2,831,317 Shares,
constituting 32.7% of the outstanding Shares. Each of Messrs.
Kostusiak and Lederer and RACF expressly declares that the filing
of this Information Statement shall not be construed as an
admission that he or it is, for the purposes of Sections 13(d) and
(g) of the Exchange Act, the beneficial owner of any securities
owned by any other such member.
On December 22, 2000, David B. Lederer, Executive Vice President
of the Company, exercised a option for 8,000 Shares pursuant to
the Company's 1997 Stock Option Plan at a price of $14.75 per
share. Such Shares were issued from the Company's treasury."
ITEM 9. EXHIBITS.
5. Item 9 of the Schedule 14D-9 is hereby amended and supplemented by
inserting exhibit 11 as follows.
EXHIBIT
NO. DESCRIPTION
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11. Agreement, dated as of January 16, 2001, by and among Bosch
Security Systems Corporation, David B. Lederer and the
Rochester Area Community Foundation (incorporated by
reference to Exhibit A to the Schedule 13D/A filed by David
B. Lederer with the SEC on January 17, 2001).
SIGNATURE
After due 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.
By: /s/ Frank J. Ryan
Name: Frank J. Ryan
Title: Vice President, Secretary
and Treasurer
Dated: January 17, 2001
