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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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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. 5 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 9, 1995, Amendment No. 2
filed with the Commission on May 10, 1995, Amendment No. 3 filed with the
Commission on May 15, 1995 and Amendment No. 4 filed with the Commission on May
17, 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 not otherwise
defined herein have the meanings ascribed to them in the Schedule 14D-1 and the
Offer to Purchase.
ITEM 10. ADDITIONAL INFORMATION.
(e) On Thursday, May 18, 1995, the court in the State Action held a hearing
on the Parent's request to postpone the auction announced yesterday by the
Company requiring sealed bids to be presented to counsel for the Company by noon
this Sunday, May 21. The court denied the Parent's request for an injunction
delaying the auction.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
(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 19, 1995
GGI ACQUISITION, INC.
By: /s/ L.E. Stellato*
L.E. Stellato
Secretary
THE SHERWIN-WILLIAMS COMPANY
By: /s/ L.E. Stellato*
L.E. Stellato
Vice President, General Counsel
and Secretary
*By: /s/ Jeffrey P. Cohen
Jeffrey P. Cohen
Attorney-in-fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
(z)(1) Power of Attorney (contained on Signature Page to original Schedule 14D-1, filed
with the Commission on May 8, 1995).
</TABLE>
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