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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. 4)
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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. 4 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, and Amendment No. 3 filed with the
Commission on May 15, 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.
(c) The Parent was notified on May 16, 1995 by the staff of the Federal
Trade Commission that the Parent's request for early termination of the waiting
period applicable to the purchase of Shares pursuant to the Offer under the HSR
Act was granted. Accordingly, the condition to the Offer that any waiting
periods under the HSR Act shall have expired or terminated has been satisfied.
On May 16, 1995, the Parent issued a press release announcing the termination of
the waiting period under the HSR Act, a copy of which has been filed as Exhibit
(a)(12) to this Amendment No. 4 and is incorporated herein by reference in its
entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
(a)(12) Text of press release issued by the Parent on May 16, 1995.
(z)(1) Power of Attorney (contained on Signature Page to original Schedule 14D-1,
filed with the Commission on May 8, 1995).
</TABLE>
2
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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 17, 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
- ----------- --------------------------------------------------------------------------------
<C> <S>
(a)(12) Text of press release issued by the Parent on May 16, 1995.
(z)(1) Power of Attorney (contained on Signature Page to original Schedule 14D-1, filed
with the Commission on May 8, 1995).
</TABLE>
4
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THE SHERWIN-WILLIAMS COMPANY
Contact: Conway G. Ivy
Vice President, Corporate Planning and Development
216-566-2102
FOR IMMEDIATE RELEASE
May 16, 1995
CLEVELAND, Ohio, May 16, 1995 -- The Sherwin-Williams Company (NYSE: SHW),
which on Monday, May 8, 1995 announced a tender offer at $19.50 per share for
all the common stock of Grow Group, Inc., reported that it was advised today by
the Federal Trade Commission that the FTC has granted Sherwin-Williams' request
for early termination of the waiting period under the Hart-Scott Rodino
Antitrust Improvements Act applicable to Sherwin-Williams' proposed acquisition
of Grow Group.
Sherwin-Williams' bid for Grow Group is $1.40 per share more than the price
being offered by Imperial Chemical Industries PLC in its tender offer announced
on May 4, 1995.
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