<PAGE>
____________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________
AMENDMENT NO. 2
TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934
ENVIRONMENT ONE CORPORATION
(Name of Subject Company)
ENVIRONMENT ONE CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
294 056 106
(CUSIP Number of Class of Securities)
STEPHEN V. ARDIA
PRESIDENT, CEO AND CHAIRMAN OF THE BOARD
2773 BALLTOWN ROAD
NISKAYUNA, NEW YORK 12309-1090
(518) 346-6161
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
on Behalf of Person(s) Filing Statement)
__________________________
Copy to:
GEORGE J. GETMAN, ESQ.
BOND, SCHOENECK & KING, LLP
ONE LINCOLN CENTER
SYRACUSE, NEW YORK 13202-1355
(315) 422-0121
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Environment One Corporation (the "Company") hereby amends and supplements
its Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission (the "Commission") on March 3, 1998, as
previously amended by Amendment No. 1 filed with the Commission on March 9, 1998
(the "Schedule 14D-9"). Capitalized terms not defined herein shall have the
meanings assigned to such terms in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
b. BACKGROUND; REASONS FOR RECOMMENDATION
The fifth paragraph of Item 4.b. is hereby amended in its entirety to read
as follows:
In December 1997, Nassau reported to the Board that there were fewer than
five parties which had expressed interest in pursuing an acquisition of the
Company at terms which the Board would find attractive. After consideration of
the levels of interest indicated by these parties, the Board instructed Nassau
and senior management to move forward and negotiate with one of the prospects,
PCC, the best possible transaction, although Nassau continued discussions
with the other parties which had expressed interest while negotiations with
PCC proceeded.
Paragraph k of Item 4.b. is hereby amended in its entirety to read as
follows:
The presentations of Nassau to the Board as to various financial and other
matters deemed relevant to the Boards's consideration, including general
industry trends, consolidation in the Company's industry sector, other
comparable transactions and the consideration paid by the acquirors in those
transactions, and the condition of the stock market in general.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
The fairness opinion of Miller, Johnson and Kuehn, Inc. attached as Annex
II to the Schedule 14D-9 is hereby replaced in its entirety with Annex II
attached hereto.
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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.
Dated: March 23, 1998 ENVIRONMENT ONE CORPORATION
By: /s/ Stephen V. Ardia
____________________________________
Stephen V. Ardia
Chairman of the Board, President
and CEO
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ANNEX II
MILLER, JOHNSON & KUEHN, INCORPORATED
INVESTMENT SECURITIES
February 23, 1998
Board of Directors
Environment One Corporation
2773 Balltown Road
Niskayuna, NY 12309-1090
Members of the Board,
You have requested our opinion as to whether the consideration to be
received by the shareholders of the Company pursuant to the acquisition (the
"Transaction") of all the issued and outstanding shares of capital stock of
Environment One Corp. (the "Company") on a fully diluted basis ("Common Stock")
by Precision Castpart Corp. (the "Acquiror") is fair, from a financial point of
view.
We are not opining as to any other transactions or contractual arrangements
previously entered into, or to be entered into (whether or not in connection
with the Transaction) between the Company, or its Board of Directors or
management, on the one hand, and the Acquiror (or any of its affiliates) or any
other person, on the other, including without limitation, any agreements entered
into and the payments made in connection therewith. Additionally, our opinion
relates solely to whether the consideration is fair, from a financial point of
view, to the shareholders of the Company and we have not been requested to opine
to, and this opinion does not in any manner address, the Company's underlying
decision to proceed with or effect the Transaction.
We understand that (i) the purchase price per share to be paid by the
Acquiror for the Common Stock will be $15.25 in cash; (ii) the aggregate
consideration to be received by the shareholders of the Company in connection
with the Transaction is $72,014,297, and; (iii) the Acquiror will attempt to
purchase the Common Stock from the shareholders of the Company after announcing
a tender offer to the shareholders for the consideration mentioned in (i) above.
As a customary part of our investment banking business, we are engaged in
the valuation of businesses and their securities in connection with mergers and
acquisitions, underwriting and secondary distributions of securities, private
placements, and valuations for estate, corporate and other purposes. For our
services in rendering this opinion, the Company will pay us a fee and indemnify
us against certain liabilities. We have never managed a public offering of stock
for either the Company or the Acquiror, have not acted as a financial advisor in
the Transaction for either the Company or the Acquiror, do not provide research
coverage on the Company or the Acquiror and, in the ordinary course of our
business, do not make a market in the stock of either the Company or the
Acquiror.
In arriving at our opinion, we have undertaken such review, analyses and
inquiries as we have deemed necessary and appropriate under the circumstances.
As the Transaction is to provide the shareholders of the Company with cash and
not securities of any kind from the Acquiror, we have limited our evaluation to
a review of the business and financial condition of the Company. Among other
things, we have reviewed, but have not limited our review to: (i) the Letter of
Intent, dated January 21, 1998, signed by both the Company and the Acquiror;
(ii) a draft of the Agreement and Plan of Merger dated February 22, 1998,
between the Acquiror and the Company, which we assume will conform in all
substantive respects to the definitive executed agreement; (iii) the Descriptive
Memorandum dated November 1997 provided by The
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Nassau Group, Inc. (the "Memorandum") and; (iv) the Project Pump Status Report,
dated December 16, 1997, provided by The Nassau Group, Inc. In addition we have
(i) conducted interviews with management of the Company; (ii) toured its
facilities; (iii) reviewed and discussed with Company management the three year
financial projections included in the Memorandum, which, on our request, has
been augmented by the Company to include a balance sheet and statement of cash
flows; (iv) reviewed financial and other publicly available information with
respect to the Company including annual reports, Forms 10-KSB and 10-QSB and
proxy statements; (v) consulted government and industry economic statistics that
could have a direct bearing on the company; and (vi) examined securities data on
comparable mergers and acquisitions of similar public companies, to the extent
available.
In conducting our analysis and arriving at the opinion contained herein, (i)
we have relied upon and assumed the accuracy and completeness of the financial
and other information (including the financial statements and projections of the
Company) provided to us and prepared by The Nassau Group, Inc. and the Company's
senior management and their representations relating thereto, and we have not
independently verified any such information or representations; (ii) with
respect to the Company's projections, budgets and current estimates, we have
assumed based upon representations of the Company's senior management that they
have been reasonably prepared on bases reflecting the best currently available
estimates and judgments of the Company's senior management as to the expected
future performance of the Company; (iii) we have relied upon and assumed the
accuracy and completeness of the information provided by, and the
representations of, the Company's senior management in respect of which our
understandings set forth on this opinion are based (including, without
limitation, the representations of the Company's senior management that the
final terms and conditions of the operative documents referred to in the
preceding paragraph will, in all material respects, reflect the terms and
conditions set forth in the drafts of such documents that were provided to us);
(iv) we do not assume any responsibility for the information or current
estimates provided to us and we have further relied upon the assurance of the
Company's senior management that they are unaware of any facts that would make
the information provided to us incomplete or misleading; (v) we have not
performed or obtained any independent appraisals or valuations of specific
assets of the Company and we express no opinion as to its liquidation value;
(vi) our analysis is necessarily based on economic, monetary, market and other
conditions existing and which can be evaluated as of the date of our opinion;
however such conditions are subject to rapid and unpredictable change; and (vii)
we have not been authorized by the Company or the Board to solicit, nor have we
solicited, offers for transactions alternative to the Transaction, nor have we
been asked to advise the Company or the Board as to financial alternatives to
the Transaction.
Finally, in rendering our opinion, we have considered the current price per
share of the Company's Common Stock and current market conditions. We have also
examined the trading volume and liquidity of the Company's Common Stock and its
current price per share in historical context of the last four years.
This opinion is furnished pursuant to our engagement letter dated
February 18, 1998 as one element in the Board's and Shareholder's
consideration of the proposed Transaction. This opinion is not to be used
for any other purpose or reproduced, disseminated, quoted or referred to at
any time, in whole or in part, in any manner, or for any purpose, without
our prior written consent.
Based upon and subject to the foregoing, and upon such other factors as we
consider relevant, it is our opinion that the consideration to be received by
the shareholders of the Company pursuant to the Transaction is fair, from a
financial point of view, to the shareholders of the Company.
Very truly yours,
Miller, Johnson & Kuehn, Inc.
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