SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
SCHEDULE 13D/A
Statement Under Section 13(d) of the
Securities Exchange Act of 1934
(Amendment No. 2)
SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 7)
(Final Amendment)
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
SCHEDULES 13D AND 14D-1
______________________________ ________________________________
| | | |
|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!
SCHEDULES 13D and 14D-1
______________________________ ________________________________
| | | |
|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 Combined Statement (the "Combined
Statement") on Schedule 13D (the "Schedule 13D") and Tender Offer Statement
on Schedule 14D-1 (the "Schedule 14D-1") of GDEN Corporation, a New York
corporation ("Purchaser"), and Imperial Chemical Industries PLC, a corporation
organized under the laws of England and the parent corporation of Purchaser
("Parent"), filed by Purchaser and Parent with the Securities and Exchange
Commission (the "Commission") on May 4, 1995 (the "Schedule 14D-1"), as the
Schedule 13D was amended by Amendment No. 1 filed on May 22, 1995, and the
Schedule 14D-1 was amended by Amendment No. 1 filed on May 5, 1995, Amendment
No. 2 filed on May 9, 1995, Amendment No. 3 filed on May 12, 1995, Amendment
No. 4 filed on May 19, 1995, Amendment No. 5 filed on May 22, 1995 and
Amendment No. 6 filed on May 24, 1995 in connection with the offer by
Purchaser for all outstanding shares of Common Stock, $.10 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 Combined Statement as heretofore amended.
Item 6. Interest in Securities of the Subject Company.
Item 6 is hereby amended and supplemented by adding to the end thereof the
following:
The Offer expired at 12:00 midnight, New York City time, on June 5, 1995.
According to a preliminary count by the Depositary, as of 1:00 a.m., New York
City time, on Tuesday, June 6, 1995, there were validly tendered pursuant to
the Offer 11,802,794 Shares (including 1,451,905 Shares subject to guarantees
of or receipt of additional documentation) which, together with the Corimon
Shares, represents approximately 98% of the Shares currently outstanding.
Pursuant to the Offer, Purchaser accepted for payment all such Shares validly
tendered according to the terms of the Offer.
Item 10. Additional Information.
Items 10(e) is hereby amended and supplemented by adding to the end thereof
the following:
Parent understands that on May 30, 1995, a First Amended Class Action
Complaint (the "First Amended Hammond Complaint") was filed in an action
previously filed by the plaintiffs, Kim J. Hammond and Jeffrey Dell, with the
Southern District of New York of the United States District Court (which
complaint is described in Amendment No. 3 to the Schedule 14D-1). The First
Amended Hammond Complaint supplements the original complaint with allegations
that the Company and its directors, the defendants, violated Section 10(b) of
the Exchange Act and Rule 10b-5 promulgated thereunder by issuing a press
release dated January 26, 1995 which was materially false and misleading
because the defendants allegedly failed to disclose all material facts
relating to discussions between the Company and Parent relating to Parent's
interest in a possible acquisition of the Company. The First Amended Hammond
Complaint also seeks to expand the class period to include persons who sold
Shares between January 26, 1995 and May 4, 1995.
With respect to the complaint filed by Sherwin-Williams against Parent,
Purchaser, the Company and its directors with the Supreme Court of the State
of New York (which complaint was described in Amendment No. 5 to the Schedule
14D-1), on June 1, 1995, an order of discontinuance of action was issued by
Justice Gammerman of the Supreme Court of the State of New York -- New York
County.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended to add the following exhibits:
(a)(17) Press release issued by Parent on June 6, 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: June 6, 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 (a)(17)
[ICI logo]
ICI COMPLETES TENDER OFFER FOR GROW GROUP
Imperial Chemical Industries PLC (ICI) reported today that the cash tender
offer by ICI for Grow was successful. The tender offer for the outstanding
shares of Common Stock of Grow Group at $22.00 per share expired at 12:00
midnight, New York City time on Monday, June 5, 1995.
ICI stated that based upon a preliminary count by the depositary, 11,802,794
shares of Grow Group common stock had been tendered (including 1,451,905
shares subject to guarantees of delivery or receipt of additional
documentation) and that all properly tendered shares will be purchased in
accordance with the terms of the offer.
Pursuant to an agreement previously consented to by Grow Group, Corimon,
S.A.C.A., a Venezuelan corporation (Corimon), has agreed to sell its 25% stake
in Grow Group to ICI for $21.40 per share. According to ICI, the tendered
shares, together with the shares to be purchased from Corimon, constitute
approximately 98% of Grow Group's outstanding common stock.
Under the terms of the merger agreement entered into by Grow Group in
connection with the ICI tender offer, Grow Group will shortly be merged with a
subsidiary of ICI, and any shares of Grow Group common stock not tendered and
purchased pursuant to the offer or otherwise owned by ICI will be converted
into the right to receive $22.00 per share in cash. Previous announcements
about this transaction were made on May 1, 1995 and May 22, 1995.
- ENDS -
June 6, 1995
