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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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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. 2 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 8, 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, 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.
(e)-(f) On Wednesday, May 10, 1995, the Parent issued a press release
relative to the Offer, a copy of which is filed as Exhibit (a)(11) to this
Amendment No. 2 and is incorporated herein by reference in its entirety.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
(a)(11) Text of press release issued by the Parent on May 10, 1995.
(z)(1) Power of Attorney (contained on Signature Page to original Schedule 14D-1,
filed with the Commission on May 8, 1995).
</TABLE>
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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 10, 1995
GGI ACQUISITION, INC.
By: /s/ L.E. Stellato*
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L.E. Stellato
Secretary
THE SHERWIN-WILLIAMS COMPANY
By: /s/ L.E. Stellato*
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L.E. Stellato
Vice President, General Counsel
and Secretary
*By: /s/ Jeffrey P. Cohen
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Jeffrey P. Cohen
Attorney-in-fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
(a)(11) Text of press release issued by the Parent on May 10, 1995.
(z)(1) Power of Attorney (contained on Signature Page to original Schedule 14D-1, filed
with the Commission on May 8, 1995).
</TABLE>
5
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THE SHERWIN-WILLIAMS COMPANY
Contact: Conway G. Ivy
Vice President -- Corporate Planning and Development
(216) 566-2140
FOR IMMEDIATE RELEASE
May 10, 1995
Cleveland, Ohio, May 10, 1995 -- The Sherwin-Williams Company (NYSE: SHW),
which Monday announced a tender offer at $19.50 per share for all the common
stock of Grow Group, Inc., reported today that on Tuesday a federal district
court judge in Ohio scheduled a hearing for May 26, 1995 on Sherwin-Williams'
motion for a preliminary injunction against the $18.10 per share tender offer
for Grow Group's shares being made by Imperial Chemical Industries PLC ("ICI").
As previously reported, on Monday a New York State court judge scheduled a
hearing on May 25, 1995 on a motion to enjoin ICI's tender offer.
