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Page 1 of 9 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
National Gypsum Company
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
636317109
(CUSIP Number)
Marion A. Cowell, Jr., First Union Corporation,
One First Union Center, Charlotte, NC 28288 (704) 374-6828
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 13, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
This document contains 9 pages.
The exhibit index begins on page 5.
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SCHEDULE 13D
CUSIP NO. 636317109 PAGE 2 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIRST UNION CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [(Check Mark)]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NC
7 SOLE VOTING POWER
820,735
8 SHARED VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
PERSON
WITH
9 SOLE DISPOSITIVE POWER
813,735
10 SHARED DISPOSITIVE POWER
5,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
820,735
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON
CO
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Page 3 of 9 pages
PRELIMINARY STATEMENT
This Amendment No. 2 (this "Amendment") amends and supplements the Statement
on Schedule 13D filed with the Securities and Exchange Commission on November
23, 1994, as amended (the "Statement"), with respect to the shares of Common
Stock, $.01 par value per share (the "Common Stock"), of National Gypsum
Company, a Delaware corporation (the "Issuer"), by First Union Corporation
(the "Reporting Person"). Capitalized terms used herein without definition
have the same meanings as those ascribed to them in the Statement. Information
contained herein with respect to persons other than the Reporting Person
has been obtained from public filings under the Securities Exchange Act
of 1934, as amended, or has been provided to the Reporting Person by the
relevant party. The Reporting Person has not independently verified
and assumes no responsibility for the accuracy or completeness of such
information.
Item 4. Purpose of Transaction.
Delcor has reported in a Schedule 13D filing with the Securities and
Exchange Commission that on December 12, 1994, Delcor received a letter from
the Issuer setting forth the response of the Special Committee of the
Issuer's Board of Directors to Delcor's proposal to acquire all remaining
shares of Common Stock in a cash merger for $43.50 per share. A copy of
such letter is filed as Exhibit 7 hereto and is incorporated by
reference herein. In addition, on December 13, 1994, Delcor issued a press
release indicating that it is giving careful consideration to the
Issuer's response and is continuing at this time with the investigation
and analysis of an acquisition of the Issuer. A copy of such press release
is filed as Exhibit 8 hereto and is incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
The letter from the Issuer to Delcor dated December 12, 1994 is filed as
Exhibit 7 hereto. The press release of Delcor issued on December 13, 1994
is filed as Exhibit 8 hereto.
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Page 4 of 9 pages
Signatures.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
Dated: December 15, 1994
FIRST UNION CORPORATION
By: /s/ W. Barnes Hauptfuhrer
W. Barnes Hauptfuhrer
Senior Vice President
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Page 5 of 9 pages
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT TITLE NUMBERED PAGE
1* Certain information regarding the directors
and executive officers of First Union
Corporation
2* Commitment letter of First Union Corporation and
First Union National Bank of North Carolina
dated November 15, 1994 addressed to Delcor, Inc.
3* Letter dated November 15, 1994 from Delcor, Inc.
to the Board of Directors of National Gypsum Company
setting forth the terms of a proposed merger
between a company to be formed by Delcor, Inc.
and National Gypsum Company
4* Commitment letter of NationsBank Corporation and
NationsBank of North Carolina, N.A. dated
November 15, 1994 addressed to Delcor, Inc.
5* Certain information regarding Delcor, Inc.
6* Certain information regarding NationsBank
Corporation
7 Letter dated December 12, 1994 from National 6
Gypsum Company to Delcor, Inc.
8 Press release dated December 13, 1994 issued 8
by Delcor, Inc.
_________________________
* Previously filed
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Page 6 of 9 pages
EXHIBIT 7
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Page 7 of 9 Pages
National Corporate Offices: 2001 Rexford Road
Gypsum Charlotte, NC 28211
Company 704 365-7391 Fax
Gold Bond (Register Mark) Building Products 704 365-7204
Stephen M. Humphrey
President and Chief Executive Officer
December 12, 1994
C. D. Spangler, Jr.
Delcor, Inc.
c/o Russell M. Robinson, II
Robinson, Bradshaw & Hinson, P.A.
One Independence Center
101 North Tryon Street, Suite 1900
Charlotte, North Carolina 28246-1900
Dear Dick:
This letter constitutes the response of the Special Committee of the
Board of Directors of National Gypsum Company to the proposed
acquisition transaction outlined in the letter delivered to the company
by Delcor, Inc. dated November 15, 1994.
As you know, prior to receiving the proposal, the Board of Directors
had not been considering a sale of the company. Having reviewed
the terms of the proposal among the members of the Special
Committee and with our financial and legal advisors, we believe that
a sale of the company at this time is not in the best interests of all
of the stockholders of the company, and we cannot recommend that the
company pursue or support a transaction with Delcor on the terms
contained in the November 15th letter. We reached our conclusion
regarding your proposal on the basis of a number of considerations,
including the advice of our financial advisors that the per share price
offered is inadequate and the fact that the proposal by its terms is
highly conditional.
The Special Committee appreciates the patience and support that you
have demonstrated as we evaluated your proposal.
Sincerely,
(Signature of Stephen M. Humphrey appears here)
Stephen M. Humphrey
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Page 8 of 9 pages
EXHIBIT 8
Page 9 of 9 pages
FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION:
December 13, 1994 W. Barnes Hauptfuhrer
Managing Director, First Union
Capital Partners
(704) 374-4806
CHARLOTTE, N.C. -- Delcor, Inc. acknowledged its receipt yesterday of National
Gypsum Company's response to the November 15, 1994 proposal by Delcor to
acquire all remaining shares of the Company in a cash merger for $43.50 per
share subject to certain stated conditions. Delcor is giving careful
consideration to the Company's response and is continuing at this time with
the investigation and analysis of an acquisition of the Company.
