SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 3)
and
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. 3)
GUARDSMAN PRODUCTS, INC.
(Name of Subject Company)
LP ACQUISITION CORPORATION
LILLY INDUSTRIES, INC.
(Bidders)
Common Stock, $1.00 Par Value
(Including the Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
401489 10 9
(CUSIP Number of Class of Securities)
Douglas W. Huemme Copy to:
Chairman, President and CEO Catherine L. Bridge, Esq.
LP Acquisition Corporation Barnes & Thornburg
Lilly Industries, Inc. 11 S. Meridian Street, Suite 1313
733 S. West Street Indianapolis, Indiana 46204
Indianapolis, Indiana 46225 (317) 638-1313
(317) 687-6701
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications on Behalf of Bidders)
CALCULATION OF FILING FEE
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Transaction Valuation(1): $235,442,559 Amount of Filing Fee(2): $47,089
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1 For purposes of calculating the filing fee only. This calculation
assumes the purchase of (i) all outstanding shares of common stock,
$1.00 par value per share (the "Shares"), of Guardsman Products, Inc.
(the "Subject Company"), and the associated Preferred Stock Purchase
Rights (the "Rights") issued pursuant to the Rights Agreement, dated as
of August 8, 1986, as amended, between the Subject Company and Chemical
Bank, as Rights Agent, and (ii) all Shares (and associated Rights) of
Guardsman Products, Inc. issuable pursuant to Stock Options vested as
of March 4, 1996, in each case at $23.00 net per Share (and associated
Right) in cash. Unless the context otherwise requires, all references
to Shares shall include the Rights.
2 The amount of the filing fee, calculated in accordance with Rule
0-11(d) of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the aggregate value of cash offered by LP
Acquisition Corporation for such Shares.
|X| Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Amount Previously Paid: $47,089 Filing Party: LP Acquisition Corporation
Lilly Industries, Inc.
Form or Registration No.: Schedule 14D-1 Date Filed: March 8, 1996
(Continued on following page(s))
Page 1 of 7
<PAGE>
Schedule 14D-1/A
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CUSIP No. 401489 10 9 14D-1/A Page 2 of 7 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
LP Acquisition Corporation
35-1976967
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3. SEC USE ONLY
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4. SOURCES OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(f) |_|
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,322,583 Shares (including 28,847 shares subject to guaranteed
delivery procedures)
- --------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
96.5%
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10. TYPE OF REPORTING PERSON
CO
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<PAGE>
Schedule 14D-1/A
================================================================================
CUSIP No. 401489 10 9 14D-1/A Page 3 of 7 Pages
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Lilly Industries, Inc.
35-0471010
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCES OF FUNDS
BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(f) |_|
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
- --------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,322,583 Shares (including 28,847 Shares subject to guaranteed
delivery procedures).
- --------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
96.5%
- --------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON
CO, HC
================================================================================
<PAGE>
This Amendment No. 3 (Final Amendment) to the Tender Offer Statement on
Schedule 14D-1 and Amendment No. 3 to Schedule 13-D (together with the Schedule
14D-1, the "Schedule 14D- 1") amends and supplements the Schedule 14D-1 of LP
Acquisition Corporation, an Indiana corporation ("Purchaser"), and Lilly
Industries, Inc., an Indiana corporation and the sole stockholder of Purchaser
("Parent"), in respect of the tender offer (the "Offer") by the Purchaser for
all of the outstanding Shares of Guardsman Products, Inc. (the "Subject
Company"). The Offer is being made pursuant to the Merger Agreement, dated March
4, 1996, by and among Parent, Purchaser and Subject Company (the "Merger
Agreement"), attached as Exhibit (c)(2) to the Schedule 14D-1. The Schedule
14D-1 was initially filed with the Securities and Exchange Commission (the
"Commission") on March 8, 1996, and the Schedule 13D was initially filed with
the Commission on March 18, 1996.
In connection with the foregoing, the Parent and Purchaser are hereby
amending and supplementing the Schedule 14D-1 by submitting revised cover pages
and as follows:
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6(a)-(b) is hereby amended and supplemented by the addition of the
following paragraph thereto:
The Offer expired at 12:00 Midnight, New York City time, on Thursday, April
4, 1996. The Parent issued a press release on Monday, April 8, 1996 in which it
disclosed that the Depositary had informed it that 9,322,583 Shares
(approximately 96.5% of the outstanding Shares) were validly tendered and not
withdrawn pursuant to the Offer, of which 28,847 Shares were tendered by means
of guaranteed delivery procedures. All Shares validly tendered and not withdrawn
prior to the expiration of the Offer were accepted for payment. A press release
related to the foregoing is filed as Exhibit (a) (11) to the Schedule 14D-1 and
is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the following
exhibit thereto.
(a)(11) Text of Press Release issued by Parent, dated April 8, 1996.
<PAGE>
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.
April 8, 1996
LP ACQUISITION CORPORATION
By: /s/ Douglas W. Huemme
------------------------------------------
Name: Douglas W. Huemme
Title: Chairman, President & CEO
LILLY INDUSTRIES, INC.
By: /s/ Douglas W. Huemme
------------------------------------------
Name: Douglas W. Huemme
Title: Chairman, President & CEO
<PAGE>
14D-1/ EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.a.11 Text of Press Release issued by Parent, dated April 8, 1996
EXHIBIT 99.a.11
[LILLY LOGO]
LILLY INDUSTRIES, INC.
Lilly Industries, Inc. Accepts 96.5 Percent of Guardsman Products, Inc.
Shares in Tender Offer
INDIANAPOLIS--April 8, 1996--Douglas W. Huemme, chairman, president and
chief executive officer of Lilly Industries, Inc. (NYSE:LI), announced today
that 9,322,583 shares, or about 96.5 percent of the total outstanding shares of
common stock of Guardsman Products, Inc. (NYSE:GPI), were validly tendered and
not withdrawn pursuant to Lilly's tender offer for all the outstanding stock of
Guardsman.
Of the 9,322,583 shares validly tendered and not withdrawn, 28,847 shares
were tendered by means of guaranteed delivery procedures.
The tender offer expired at 12:00 Midnight, New York City time, on April 4,
1996.
Mr. Huemme stated that Lilly had accepted for payment all of the shares
validly tendered and not withdrawn, adding that Lilly believes there are
approximately 340,870 additional shares outstanding not owned by Lilly or by
Guardsman as treasury stock.
Mr Huemme also stated that all shares of Guardsman stock not tendered, and
not held by a holder who will demand appraisal rights for such shares under the
Delaware General Corporation Law, will be converted into the right to receive
$23.00 per share in cash pursuant to a follow-up short form merger.
CONTACT: Lilly Industries, Inc., Indianapolis
Douglas W. Huemme or Roman J. Klusas, 317/687-6702
