SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
AMENDMENT NO. 8
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. 8 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 at a price of $18.10 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated May 4, 1995 and the related
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.
On May 18, 1995, the Company issued a press release. A copy
of such press release is filed herewith as Exhibit 31 and is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No.
31 Press Release, dated May 18, 1995, issued by the
Company.
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 18, 1995 GROW GROUP, INC.
By /s/ Lloyd Frank
Title: Secretary
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
31 Press Release, dated May 18, 1995, issued by the
Company.
FOR IMMEDIATE RELEASE
SHERWIN-WILLIAMS' ATTEMPT TO HALT
GROW GROUP AUCTION FAILS
New York, New York, May 18, 1995. Grow Group,
Inc. ("Grow") (NYSE: GRO) announced today that a Justice
of the New York State Supreme Court, after a hearing this
afternoon, rejected Sherwin-Williams' attempt to delay
the bidding process established by Grow's Board of
Directors earlier this week.
Yesterday, Grow announced that final bids from
Imperial Chemical Industries PLC ("ICI") and The Sherwin-
Williams Company ("Sherwin-Williams") are due by 12:00
Noon, on Sunday, May 21, 1995. In a letter to both ICI
and Sherwin-Williams, Grow stated that the bidding
process would be "conducted in a fair, impartial and
orderly manner."
Russell Banks, Grow's President and Chief
Executive Officer, stated: "By rejecting Sherwin-
Williams' attempt to delay the bidding process, the Court
has cleared the way for both ICI and Sherwin-Williams to
submit their best and final proposals this Sunday. This
process is designed to maximize value, and our
shareholders can only benefit from an orderly bidding
process and prompt determination of the winning bid."
EDITOR'S NOTE:
On May 1, 1995, Grow announced that it entered
into a definitive merger agreement with ICI pursuant to
which ICI has commenced a tender offer to purchase all
outstanding shares of Grow's Common Stock for $18.10 per
share. On May 8, 1995, Sherwin-Williams commenced a
$19.50 per share cash tender offer for all outstanding
shares of Grow Common Stock.
