SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 2)
Grow Group, Inc.
(Name of Subject Company)
GDEN Corporation
(Bidder)
an indirect wholly owned subsidiary of
Imperial Chemical Industries PLC
Common Stock, $.10 Par Value
(Title of Class of Securities)
39382-010
(CUSIP Number of Class of Securities)
Stanley A. Lockitski
The Glidden Company
925 Euclid Avenue
Cleveland, Ohio 44115
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
Copies to:
Paul R. Kingsley
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
SCHEDULE 14D-1/A
______________________________ ________________________________
| | | |
|CUSIP No. 39382-010 | | Page 2 |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Imperial Chemical Industries PLC |
| | |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | - |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | England |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | -0- (see Item 6) |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | -0- (see Item 6) |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- (see Item 6) |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | -0- (see Item 6) |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | -0- (see Item 6) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | HC, CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 14D-1/A
______________________________ ________________________________
| | | |
|CUSIP No. 39382-010 | | Page 3 |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | GDEN Corporation |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | - |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | New York |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | -0- (see Item 6) |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | -0- (see Item 6) |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0- (see Item 6) |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | -0- (see Item 6) |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | -0- (see Item 6) |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This amends and supplements the Tender Offer Statement on Schedule 14D-1
of GDEN Corporation, a New York corporation (the "Purchaser"), and Imperial
Chemical Industries PLC, a corporation organized under the laws of England
and the parent corporation of Purchaser (the "Parent"), filed by Purchaser
and Parent with the Securities and Exchange Commission (the "Commission")
on May 4, 1995 (the "Schedule 14D-1"), as amended by Amendment No. 1 filed
on May 5, 1995, in connection with the offer by Purchaser for all
outstanding shares of Common Stock, $.01 par value, of Grow Group, Inc., a
New York corporation (the "Company"). Unless otherwise indicated, all
capitalized terms used herein shall have the same meaning as set forth in
the Schedule 14D-1.
Item 10. Additional Information.
(b) Parent understands that on May 5, 1995, a complaint was filed naming
the Company and its directors as defendants in a purported class action for
breach of fiduciary duty. The complaint was filed with the Supreme Court
of the State of New York, County of New York. The plaintiff in such action
is Samuel Pill. The complaint alleges that the proposed acquisition of the
Company by Parent is unfair to the Company's public shareholders and that
the defendants breached their fiduciary duties by agreeing for the Company
to be acquired by Parent and by failing to auction the Company to the
highest bidder. The complaint seeks, among other things, injunctive relief
and unspecified damages.
Parent and Purchaser are named as co-defendants, together with the Company
and its directors, in a complaint that was filed on May 8, 1995 in an action
for breach of fiduciary duty and violation of the New York Business
Corporation Law (the "New York Law"). The complaint was filed with the
Supreme Court of the State of New York, County of New York. The plaintiff in
such action is The Sherwin-Williams Company ("Sherwin-Williams"). The
complaint alleges that directors of the Company breached their fiduciary
duties by placing the interests of the Company's management above those of the
Company's shareholders and that directors of the Company and the Company
breached their fiduciary duties by agreeing to be acquired by Parent and by
refusing to attempt to determine whether Sherwin-Williams would offer a
transaction superior to Parent's and that Parent and Purchaser aided and
abetted such breach. The complaint also alleges that Parent and the Company
violated Section 912 of the New York Law. The complaint seeks, among other
things, injunctive relief and unspecified damages. On May 8, 1995, the court
held a hearing upon plaintiff's motion for a temporary restraining order.
Plaintiff's motion was denied and the court scheduled a hearing for May 25,
1995 on plaintiff's motion for a preliminary injunction against the Offer.
Parent and Purchaser are named as co-defendants, together with the Company,
in a complaint that was filed on May 8, 1995 in an action for violations of
the Exchange Act. The complaint was filed with the Northern District of Ohio
Eastern Division of the United States District Court. The plaintiff in such
action is Sherwin-Williams. The complaint alleges that the defendants' false
and misleading tender offer documents are depriving the Company's shareholders
of the information they need fairly to consider the merits of Parent's and
Sherwin Williams' competing tender offers and are creating confusion in the
market place, thereby depriving Sherwin Williams of the opportunity to acquire
the Company. The complaint seeks, among other things, injunctive relief and
unspecified damages.
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.
Dated: May 9, 1995
GDEN CORPORATION
By /s/ John Thompson
------------------------------
Name: John Thompson
Title: President
IMPERIAL CHEMICAL INDUSTRIES PLC
By /s/ John Thompson
------------------------------
Name: John Thompson
Title: Attorney-in-Fact
