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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Schedule 14D-9
Amendment No. 1
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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Canisco Resources, Inc.
(Name of Subject Company)
Canisco Resources, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $.0025 per share
(Title of Class of Securities)
137587-10-1
(CUSIP Number of Class of Securities)
Ted Mansfield
300 Delaware Avenue, Suite 714
Wilmington, Delaware 19801
Telephone: 302-777-5050
Facsimile: 302-777-5409
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person filing statement)
With a Copy to:
William Morehouse, Esq.
Wolf, Block, Schorr and Solis-Cohen LLP
1650 Arch Street
22nd Floor
Philadelphia, PA 19103-2097
Telephone: 215-977-2000
Facsimile: 215-977-2740
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 dated July 17, 2000, filed by Canisco Resources,
Inc., a Delaware corporation (the "Company"), in connection with the offer to
purchase all outstanding shares of Common Stock, par value $.0025 per share, of
the Company by Canisco Acquisition, Inc., a Delaware corporation and an indirect
wholly owned subsidiary of Kenny Industrial Services, L.L.C., a Delaware limited
liability company.
Item 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Section 7.1(d)(i) of the Merger Agreement states that the Operating Board
of Parent may terminate the Merger Agreement until July 19, 2000, if it
discovers any information which would result in a breach of any of the Company's
representations or warranties contained in the Merger Agreement during its
financial, operating, environmental, tax, accounting business, and legal due
diligence review of the Company.
On June 19, 2000, the Merger Agreement was amended to provide that the date
contained in Section 7.1(d)(i) of the Merger Agreement shall be extended until
July 21, 2000, for the sole purpose of Parent conducting further due diligence
review related to insurance matters and an explanation of margin improvement in
3/31/01 budgeted financials versus 3/31/00 actual financials. A copy of the
amendment to the Merger Agreement is attached hereto as Exhibit 15. This summary
of the amendment to the Merger Agreement is qualified in its entirety by
reference to the amendment, which is deemed to be incorporated herein by
reference.
Item 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY SUBJECT COMPANY.
On July 20, 2000, Tyrrell Garth, President of Cheyenne Capital Corporation,
advised Ted Mansfield, President and Chief Executive Officer of the Company,
that Cheyenne Capital was withdrawing its proposal to acquire all outstanding
shares of common stock of the Company.
Item 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 15 Amendment, dated July 19, 2000, to the Agreement and
Plan of Merger, dated as of June 28, 2000, as amended as
of July 10, 2000, by and among, Parent, Merger Subsidiary
and the Company.
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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
correct.
CANISCO RESOURCES, INC..
By: /s/ TED MANSFIELD
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Ted Mansfield
President
Dated: July 21, 2000
