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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
PSC INC.
(Name of Subject Company)
PSC INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
(including the associated Preferred Share Purchase Rights)
(Title of Class of Securities)
69361E107
(CUSIP Number of Class of Securities)
William J. Woodard
Chief Financial Officer
PSC Inc.
675 Basket Road
Webster, New York 14580
Telephone: (716) 265-1600
Facsimile: (716) 265-6403
(Name, address and telephone number of person
authorized to receive notice and communication
on behalf of the person(s) filing statement)
With copies to:
Winthrop G. Minot, Esq.
Ropes & Gray
One International Place
Boston, MA 02110-2624
Telephone: (617) 951-7000
Facsimile: (617) 951-7050
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x Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.*
* This Schedule 14D-9 relates to the offer by Mohawk Acquisition Corporation.
<PAGE>
FOR IMMEDIATE RELEASE
For information contact:
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Robert C. Strandberg, President and Chief Executive Officer
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PSC ANNOUNCES MERGER AGREEMENT WITH
AFFILIATE OF WELCH ALLYN DATA COLLECTION
Rochester, New York--June 6, 2000--PSC Inc. (Nasdaq:PSCX) announced today that
it has entered into a definitive merger agreement to be acquired by an affiliate
of privately held Welch Allyn Data Collection (WADC) for $8.45 in cash per share
of common stock. Both PSC and WADC are leaders in the manufacture of bar code
scanning equipment and automatic data collection solutions. The transaction,
which has been approved by the board of directors of each company, will be
accomplished through a tender offer which is expected to commence within the
next two weeks.
Robert C. Strandberg, PSC's President and Chief Executive Officer, will become
Chief Executive Officer of the combined company. Kevin R. Jost, currently
President and Chief Operating Officer of Hand Held Products, a subsidiary of
WADC, will be President and Chief Operating Officer of the new company. The new
company will be headquartered at PSC's current corporate headquarters outside
Rochester, New York.
"As a combined company, we will be able to provide businesses with the automatic
data collection solutions that are pivotal to their success in the new economy
as demands accelerate for real-time data to drive greater efficiencies
throughout the supply chain," said Mr. Strandberg. "We will have the necessary
scale for success in the fastest growing segments of our industry, such as
wireless data collection terminals and two-dimensional scanning solutions. For
example, with PSC's innovative wireless systems for small- to mid-size
warehouses, acquired earlier this year from Percon, and Hand Held Products'
best-in-class portable data terminals for mobile workers, we have a solid base
for growth in this exploding market."
Kevin R. Jost said, "We are very excited about the future for our combined
companies. Our strong leadership position in both laser and image scanning
technologies gives our new company the broadest handheld scanning product line
in our industry and a strong base for developing new products for fast emerging
markets of the future."
Certain directors and executive officers of PSC have entered into an agreement
to tender their shares into the tender offer.
The transaction is subject to customary closing conditions, including expiration
of the Hart-Scott-Rodino antitrust waiting period, and the receipt of financing
sufficient to consummate the transaction and refinance existing indebtedness. It
is expected that The Chase Manhattan Bank will commit to provide senior debt
financing for the transaction.
PSC Inc. is a leading manufacturer and marketer of bar code scanning and
automatic data collection solutions of the highest quality and exceptional
reliability. Its broad range of products includes a full line of laser and
non-laser based handheld and fixed position bar code scanners, two-dimensional
(2D) image readers, wireless portable data terminals, warehouse management
software, bar code scan engines and verifiers and automated carton dimensioning
systems. These products are used in automated data collection solutions in the
retail, manufacturing, warehousing, logistics and package handling markets.
Headquartered in the Rochester, New York suburb of Webster, PSC has
manufacturing facilities in Webster and Eugene, Oregon. PSC has sales and
service offices throughout the Americas, Europe, Asia and Australia.
<PAGE>
Hand Held Products, a Welch Allyn affiliate, offers the industry's most complete
and affordable line of image-based data collection devices to the world market.
Under both Welch Allyn and Hand Held Products brand names, the company delivers
handheld and fixed lD, 2D and image-capture readers and portable computers. They
are offered with open systems, PC architecture and in Batch, RF-LAN and RF-WWAN
versions with a range of easy-to-use software tools. The company is dedicated to
automatic data collection devices and solutions for logistics, distribution,
retail POS, manufacturing and field service and to ServicePLUS(TM) support.
Investors and security holders are advised to read both the tender offer
statement and the solicitation/recommendation statement regarding the tender
offer referred to in this press release, when they become available, because
they will contain important information. The tender offer statement will be
filed by the acquiror with the Securities and Exchange Commission, and the
solicitation/recommendation statement will be filed with the Commission by PSC
Inc. Investors and security holders may obtain a free copy of these statements
(when available) and other documents filed by the acquiror and PSC Inc. with the
Commission at the Commission's web site at www.sec.gov. The tender offer
statement and related offering materials may be obtained for free from WADC,
4341 State Street Road, P.O. Box 220, Skaneateles Falls, NY 13153-0220. The
solicitation/recommendation statement and such other documents may also be
obtained for free from PSC Inc. by directing such requests to: William J.
Woodard, Vice President and Chief Financial Officer, PSC Inc., 675 Basket Road,
Webster, NY 14580.
The forward-looking statements contained in this release are based on estimates
of future performance and are highly dependent upon a variety of factors which
could cause actual results to differ materially. These factors include the
market acceptance of products, competitive product offerings and pricing
pressures, the ability to control manufacturing and operating costs, the
integration of acquisitions, foreign currency and interest rate fluctuations and
the disposition of legal issues. Reference should be made to filings with the
Securities and Exchange Commission for further discussions of factors that could
affect PSC's future results.
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