SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
AMENDMENT NO. 11
TO
SCHEDULE 14D-9
(WITH RESPECT TO THE TENDER OFFER BY
IMPERIAL CHEMICAL INDUSTRIES PLC )
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
______________________
GROW GROUP, INC.
(Name of Subject Company)
GROW GROUP, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
399820 10 9
(CUSIP Number of Class of Securities)
Lloyd Frank, Esq.
Secretary
Grow Group, Inc.
200 Park Avenue
New York, N.Y. 10166
(212) 599-4400
(Name, address and telephone number of person authorized to receive
notice and communication on behalf of the person(s) filing statement).
With a Copy to:
Daniel E. Stoller, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, N.Y. 10022
(212) 735-3000
This Amendment supplements and amends as Amendment No. 11
the Solicitation/Recommendation Statement on Schedule 14D-9,
originally filed on May 4, 1995 (the "ICI Schedule 14D-9"), by
Grow Group, Inc., a New York corporation (the "Company"),
relating to the tender offer by GDEN Corporation, a New York
corporation (the "Purchaser") and an indirect wholly owned
subsidiary of Imperial Chemical Industries PLC, a corporation
organized under the laws of England ("Parent"), initially
disclosed in a Tender Offer Statement on Schedule 14D-1, dated
May 4, 1995, to purchase all outstanding shares of common stock,
par value $0.10 per share (the "Common Stock" or the "Shares"),
of the Company, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated May 4, 1995, as amended by
the Supplement thereto filed on May 22, 1995 (the "Supplement"),
and the revised Letter of Transmittal. Capitalized terms used
and not otherwise defined herein shall have the meanings set
forth in the ICI Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
ESOP.
On May 25, 1995, as permitted by the terms of the Merger
Agreement, the Board authorized a contribution to the Employee
Stock Ownership Plan ("ESOP") in an amount sufficient to repay
the remaining debt of the ESOP. In addition, as permitted by the
terms of the Merger Agreement, on May 25, 1995 the Board adopted
a resolution terminating the ESOP as of the Effective Time and
providing that all participants in the ESOP will become fully
vested in their account balances as of the Effective Time.
SAVINGS PLAN.
The independent financial institution serving as the trustee
("Trustee") of the Company's Employee Stock Ownership and Savings
Plan ("Savings Plan") has taken the position that it requires
direction from the Pension Committee of the Board of the Company
(as Savings Plan administrator) whether to tender or otherwise
dispose of the Shares held in trust for the Savings Plan. In
order to facilitate the tender of Shares held in trust for the
Savings Plan, on May 25, 1995, the Pension Committee of the Board
provided the requested direction and directed the Trustee to
tender such Shares.
RIGHTS PLAN.
On May 25, 1995, the Board resolved that notwithstanding
anything to the contrary contained in the Rights Agreement, the
Distribution Date (as defined in the Rights Agreement) of the
Rights is postponed until June 30, 1995.
SIGNATURE
After reasonable 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 26, 1995 GROW GROUP, INC.
By /s/ Lloyd Frank
Title: Secretary
