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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
(FINAL AMENDMENT)
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GROW GROUP, INC.
(Name of Subject Issuer)
GGI ACQUISITION, INC.
THE SHERWIN-WILLIAMS COMPANY
(Bidders)
SHARES OF COMMON STOCK
(Title of Class of Securities)
39382-010
(Cusip Number of Class of Securities)
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LOUIS E. STELLATO, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
THE SHERWIN-WILLIAMS COMPANY
101 PROSPECT AVENUE, N.W.
CLEVELAND, OHIO 44115-1075
(216) 566-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
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Copy to:
JOHN A. HEALY, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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This Amendment No. 6 amends and supplements the Tender Offer Statement on
Schedule 14D-1 originally filed with the Commission on May 8, 1995, as amended
by Amendment No. 1 filed with the Commission on May 8, 1995, Amendment No. 2
filed with the Commission on May 10, 1995, Amendment No. 3 filed with the
Commission on May 15, 1995, Amendment No. 4 filed with the Commission on May 17,
1995 and Amendment No. 5 filed with the Commission on May 19, 1995 (the
"Schedule 14D-1"), by GGI Acquisition, Inc. (the "Purchaser"), a New York
corporation and a wholly-owned subsidiary of The Sherwin-Williams Company, an
Ohio corporation (the "Parent"), relating to the tender offer of the Purchaser
to purchase all of the outstanding shares of Common Stock, par value $0.10 per
share (the "Shares"), of Grow Group, Inc., a New York corporation (the
"Company"), and, unless and until the Purchaser declares that the Rights
Condition is satisfied, the associated Rights, at a purchase price of $19.50 per
Share (and associated Right), net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated May 8, 1995, and in the related Letter of Transmittal (which,
together with any supplements or amendments, collectively constitute the
"Offer"). Unless the context otherwise requires, capitalized terms used but not
defined herein have the meanings ascribed to them in the Schedule 14D-1 and the
Offer to Purchase.
This Amendment No. 6 constitutes the final amendment to the Schedule 14D-1.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
At approximately 12:00 noon on Sunday, May 21, 1995, the Parent sent a
letter to the Company in which the Parent offered to amend the Offer to increase
the price per Share payable in the Offer to $20.00 in cash. A copy of the May 21
letter has been filed as Exhibit (a)(13) to this Amendment No. 6 and is
incorporated herein by reference in its entirety. Counsel for the Company
advised counsel for the Parent by telephone late Sunday afternoon that the
Parent's proposal had been rejected by the Company, and that the Company had
entered into an amended merger agreement with ICI, pursuant to which ICI would
offer to purchase all outstanding Shares for $22.00 per Share in cash.
On May 22, 1995, the Parent issued a press release announcing the
withdrawal of the Offer, a copy of which has been filed as Exhibit (a)(14) to
this Amendment No. 6 and is incorporated herein by reference in its entirety.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
The Parent and the Purchaser have withdrawn the Offer. The Purchaser has
instructed the Depositary to return promptly all Shares (and Rights) tendered
pursuant to the Offer. As of 12:00 midnight, New York City time, on May 19,
1995, 4,683 Shares had been tendered pursuant to the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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<S> <C>
(a)(13) Letter, dated May 21, 1995, from the Parent to the Company.
(a)(14) Text of press release issued by the Parent on May 22, 1995.
(z)(1) Power of Attorney (contained on Signature Page to original Schedule 14D-1,
filed with the Commission on May 8, 1995).
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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 23, 1995
GGI ACQUISITION, INC.
By: /s/ L.E. Stellato*
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L.E. Stellato
Secretary
THE SHERWIN-WILLIAMS COMPANY
By: /s/ L.E. Stellato*
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L.E. Stellato
Vice President, General Counsel
and Secretary
*By: /s/ Jeffrey P. Cohen
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Jeffrey P. Cohen
Attorney-in-Fact
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
(a)(13) Letter, dated May 21, 1995, from the Parent to the Company.
(a)(14) Text of press release issued by the Parent on May 22, 1995.
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[SHERWIN-WILLIAMS LETTERHEAD]
May 21, 1995
BY HAND DELIVERY
----------------
Board of Directors
Grow Group, Inc.
200 Park Avenue
New York, New York 10166
Dear Sirs:
As you know, Sherwin-Williams has serious concerns with the auction
procedures outlined in Daniel Stoller's May 17 letter. Sherwin-Williams
strongly believes that an open, multiple round bidding process is the most
effective means of ensuring that Grow's stockholders receive the highest value
for their Grow stock.
On May 8, 1995, Sherwin-Williams commenced a cash tender offer at
a price of $19.50 per share of Grow common stock. As of the time we are
submitting this letter to you, the Sherwin-Williams bid is the highest offer by
a substantial margin being presented to Grow's stockholders. Nonetheless,
because Sherwin-Williams wishes to be constructive in your effort to bring the
auction process to a swift conclusion, by means of this letter and the enclosed
merger agreement Sherwin-Williams hereby offers to purchase all of the
outstanding shares of Grow's common stock at a price of $20.00 per share in
cash.
Sherwin-Williams is prepared to respond promptly to a higher bid
submitted by ICI. Accordingly, in order for you to obtain the best value for
your stockholders, it is essential that Sherwin-Williams be given an opportunity
to participate further in an ongoing bidding process. Thus, we expect you will
promptly advise us of any ICI proposal that is equal to or in excess of our
offer in order to permit us the opportunity to respond quickly to any proposal
ICI may make, and we request that you do so.
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[SHERWIN-WILLIAMS LETTERHEAD]
Board of Directors
Grow Group, Inc.
May 21, 1995
Page 2
Enclosed with this letter are two originally executed copies of an
Agreement and Plan of Merger in the same form as the "Sherwin-Williams Form of
Merger Agreement" that Mr. Stoller delivered to our counsel on May 18, 1995
reflecting our $20.00 cash offer.
We urge you not to enter into any binding agreement with ICI or any other
party, particularly one containing a break-up fee or other provisions that could
prevent your stockholders from receiving maximum value for their shares, without
first giving us the opportunity to make a better bid.
This letter is not intended to, and does not, conform to the bidding
procedures set forth in Mr. Stoller's May 17 letter. Sherwin-Williams expressly
reserves the right to submit this bid and any further bids which do not conform
to such procedures. We do not agree to be bound by any of the limitations
purportedly imposed under those procedures, including the purported requirement
to accept any determination of Grow's Board as to the manner of bidding, the
Grow Board's determination of the "winning" bid, or the purported requirement
that the "losing" bidder withdraw its tender offer and not make any further
offer.
We look forward to hearing from you as soon as possible. You can contact me
at any time through Rogers & Wells at 878-8281.
Sincerely,
/s/ CONWAY G. IVY
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Conway G. Ivy
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[SHERWIN-WILLIAMS LETTERHEAD]
CLEVELAND, Ohio, May 22, 1995 - The Sherwin-Williams Company announced today
that it is withdrawing its tender offer to purchase the common shares of Grow
Group, Inc. at $19.50 per share. Subject to appropriate documentation, it will
terminate the litigation that was previously filed in the federal and state
courts with regard to ICI's tender offer.
