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. 1)
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 ("Purchaser") and a wholly owned
subsidiary of Imperial Chemical Industries PLC, a corporation organized under
the laws of England ("Parent"), filed by Purchaser and Parent with the
Securities and Exchange Commission (the "Commission") on May 4, 1995 (the
"Schedule 14D-1"), 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 2, 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 plaintiffs in such action are
Miriam Sarnoff and Frederick Rand, on behalf of themselves and purportedly all
persons similarly situated. 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
authorizing such acquisition. The complaint seeks, among other things,
injunctive relief and unspecified damages.
Parent is named as a co-defendant, together with the Company and its
directors, in a complaint that was filed on May 5, 1995, 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 plaintiffs in such
action are Martin Applebaum and Rosalyn Younger. The complaint alleges that
directors of the Company breached their fiduciary duties by entering into a
merger agreement with Parent and by failing to respond in a reasonable and
informed manner to the Sherwin-Williams Company's interest in entering into a
business combination with the Company. The complaint also alleges that Parent
is an aider and abettor of such breach. The complaint seeks, among other
things, injunctive relief and unspecified damages.
Item 11. Material to be Filed as Exhibits.
(a)(6) Text of press release issued by Parent dated May 4, 1995.
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 5, 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
EXHIBIT INDEX
Exhibit No. Title
(a)(8) Text of press release issued by
Parent May 4, 1995.
Exhibit (a) (8)
[Imperial Chemical Industries PLC LOGO]
NEWS RELEASE
CONTACTS:
ICI Investor Relations Information Agent ICI Media Relations
Vince Leheny Jim Protos Susan K. Roth
ICI PLC (London) MacKenzie Partners, Inc. ICI PLC (United
States)
171-798-5386 (212) 929-5397 (202) 862-8316
FOR IMMEDIATE RELEASE:
ICI COMMENCES TENDER OFFER FOR GROW GROUP, INC.
Cleveland, OH., May 4, 1995 -- Imperial Chemical Industries PLC announced
today that its subsidiary company, GDEN Corporation, has commenced its
previously announced offer to purchase for cash all outstanding shares of
common stock of Grow Group, Inc. at $18.10 per share. The Board of Directors
of Grow Group, Inc. has unanimously determined that the offer and merger are
fair and in the best interest of the Grow Group shareholders, and recommends
that the shareholders accept the offer and tender their shares.
Corimon, a Venezuelan corporation that owns about 25 percent of Grow shares,
has entered an option agreement to sell its stake to ICI for $17.50 a share.
The tender offer expires on Thursday, June 1, 1995, unless the offer is
extended.
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