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. 1)
and
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. 1)
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 10
<PAGE>
Schedule 14D-1/A
================================================================================
CUSIP No. 401489 10 9 14D-1/A Page 2 of 10 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
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
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
4,952,025*
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
51.3% of the Shares outstanding as of February 28, 1996.*
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10. TYPE OF REPORTING PERSON
CO
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* On March 4, 1996, Lilly Industries, Inc. ("Parent"), an Indiana corporation
and the sole shareholder of LP Acquisition Corporation ("Purchaser"),
entered into Letter Agreements (collectively, the "Stockholder Agreements")
with each of Irwin W. Uran, James L. Sadler and John H. Sadler
(collectively, the "Principal Stockholders") pursuant to which the
Principal Stockholders have each agreed to validly tender in the Offer, and
not withdraw, all Shares beneficially owned by him and to vote his Shares
in favor of the Merger and against any action or arrangement which would
interfere with the successful consummation of the Merger and each has
executed and delivered to the Parent an irrevocable proxy to this effect.
As of March 4, 1996, the Principal Stockholders owned 4,952,020 Shares in
the aggregate, assuming the exercise of options to acquire 7,880 Shares
held by James L. Sadler. The Stockholder Agreements and Merger are
described more fully in the Introduction and Section 12 ("Purpose of the
Offer, the Merger Agreement and Letter Agreements") of the Offer to
Purchase, dated March 11, 1996 (the "Offer to Purchase"), attached as
Exhibit (a)(1) to the Schedule 14D-1, and the Stockholder Agreements are
attached as Exhibits (c)(3), (c)(4) and (c)(5) to the Schedule 14D-1. In
addition, Parent has owned 5 Shares since prior to 1995.
<PAGE>
Schedule 14D-1/A
================================================================================
CUSIP No. 401489 10 9 14D-1/A Page 3 of 10 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
4,952,025*
- --------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
51.3% of the Shares outstanding as of February 28, 1996.*
- --------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON
CO, HC
================================================================================
* On March 4, 1996, Lilly Industries, Inc. ("Parent"), an Indiana corporation
and the sole shareholder of LP Acquisition Corporation ("Purchaser"),
entered into Letter Agreements (collectively, the "Stockholder Agreements")
with each of Irwin W. Uran, James L. Sadler and John H. Sadler
(collectively, the "Principal Stockholders") pursuant to which the
Principal Stockholders have each agreed to validly tender in the Offer, and
not withdraw, all Shares beneficially owned by him and to vote his Shares
in favor of the Merger and against any action or arrangement which would
interfere with the successful consummation of the Merger and each has
executed and delivered to the Parent an irrevocable proxy to this effect.
As of March 4, 1996, the Principal Stockholders owned 4,952,020 Shares in
the aggregate, assuming the exercise of options to acquire 7,880 Shares
held by James L. Sadler. The Stockholder Agreements and Merger are
described more fully in the Introduction and Section 12 ("Purpose of the
Offer, the Merger Agreement and Letter Agreements") of the Offer to
Purchase, dated March 11, 1996 (the "Offer to Purchase"), attached as
Exhibit (a)(1) to the Schedule 14D-1, and the Stockholder Agreements are
attached as Exhibits (c)(3), (c)(4) and (c)(5) to the Schedule 14D-1. In
addition, Parent has owned 5 Shares since prior to 1995.
<PAGE>
This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1 and
Amendment No. 1 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 shareholder 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 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the following
exhibit thereto:
(a)(9) Letter to Security Plan Builder Participants from Comerica Bank
<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.
March 20, 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.9 Letter to Security Plan Builder Participants from Comerica Bank
EXHIBIT 99.a.9
[COMERICA BANK LETTERHEAD]
March 18, 1996
To Security Builder Plan Participants:
Enclosed for your consideration is an Offer to Purchase, dated March 8,
1996 (the "Offer to Purchase"), and a related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") relating to an offer by LP Acquisition Corporation, a Delaware
corporation (the "Purchaser") and a wholly-owned subsidiary of Lilly Industries,
Inc., an Indiana corporation ("Parent"), to purchase shares of common stock, par
value $1.00 per share (the "Shares"), of Guardsman Products, Inc., a Delaware
corporation (the "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 Company and Chemical Bank, as Rights Agent, at
$23.00 per Share (and associated Right), net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer.
(Unless the context otherwise requires, all references to Shares shall include
the Rights.) Also enclosed is the Letter to Stockholders of the Company from the
Chairman of the Company accompanied by the Company's Solicitation/Recommendation
Statement on Schedule 14D-9.
WE ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER
OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
YOUR INFORMATION ONLY AND CANNOT BE USED TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.
We request instructions as to whether you wish to tender any or all the
Shares held by us for your account pursuant to the terms and conditions set
forth in the Offer.
Your attention is directed to the following:
1. The tender price is $23.00 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in
the Offer.
2. The Board of Directors of the Company has, by unanimous vote of all
directors present, approved the Offer and the Merger (as defined below) and
determined that the Offer and the Merger, taken together, are fair to, and
in the best interests of, the stockholders of the Company and, subject to
the fiduciary duties of the Board, recommends that the stockholders of the
Company accept the Offer and tender their Shares.
<PAGE>
3. The Offer is being made for all outstanding Shares.
4. The Offer is being made pursuant to the Merger Agreement, dated as
of March 4, 1996 (the "Merger Agreement"), between Parent, the Purchaser
and the Company pursuant to which, following the consummation of the Offer
and the satisfaction or waiver of certain conditions, the Purchaser will be
merged with and into the Company, with the Company surviving the merger as
a wholly-owned subsidiary of Parent (the "Merger"). In the Merger, each
outstanding Share (other than Shares owned by (i) Parent or the Purchaser
or by any wholly-owned subsidiary of Parent or Purchaser or in the treasury
of the Company or by any wholly-owned subsidiary of the Company or (ii)
stockholders, if any, who are entitled to and who properly exercise
appraisal rights under Delaware law) will be converted into the right to
receive $23.00 per Share, without interest, as set forth in the Merger
Agreement and described in the Offer to Purchase.
5. The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn prior to the expiration of the Offer
that number of Shares which would represent at least a majority of the
number of Shares outstanding on a fully diluted basis. Three stockholders
beneficially holding approximately 48% of the outstanding Shares on a fully
diluted basis have entered into agreements with Parent pursuant to which
they have agreed, among other things, to tender their Shares pursuant to
the Offer as more completely described in the Offer to Purchase.
6. The Purchaser will pay any stock transfer taxes with respect to the
transfer and sale of Shares to it or its order pursuant to the Offer,
except as otherwise provided in Instruction 6 of the Letter of Transmittal.
The number of Shares held by the Security Building Plan for your account is
indicated on the following page. If you wish to have us tender any of or all
your Shares, please so instruct us by completing, executing, detaching and
returning to us the instruction form set forth on the following page. If you do
not wish to tender any Shares, fill in a "0" for the number of Shares. If you
authorize tender of your Shares, all such Shares will be tendered unless
otherwise specified below. Please mail your response back to Comerica Bank in
the enclosed return envelope. Please do not alter the attached label in any way
(even if your name is spelled incorrectly).
It is extremely important that Comerica Bank received your response by
March 28, 1996.
If I can be of further assistance, please contact me at 1-800-378-4594.
Sincerely,
/s/ Terri Norman
--------------------------
Terri Norman
Trust Officer
<PAGE>
Instructions with Respect to
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
Guardsman Products, Inc.
by
LP Acquisition Corporation
To Comerica Bank:
The undersigned acknowledges receipt of your letter enclosing the Offer to
Purchase, dated March 8, 1996, of LP Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Lilly Industries, Inc., an Indiana
corporation, and the related Letter of Transmittal, relating to shares of common
stock, par value $1.00 per share (the "Shares"), of Guardsman Products, Inc., a
Delaware corporation (the "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 Company and Chemical Bank, as Rights
Agent. Unless the context otherwise requires, all references to Shares shall
include the Rights.
This will instruct you to tender the number of Shares indicated below (or
if no number is indicated below, all Shares) that are held by you for the
account of the undersigned on the terms and conditions set forth in such Offer
to Purchase and the related Letter of Transmittal.
NUMBER OF SHARES TO BE TENDERED*
__________ SHARES
---------------------------------
Signature
---------------------------------
Please Print Name
---------------------------------
---------------------------------
Address (Include Zip Code)
---------------------------------
Area Code and Telephone Number
---------------------------------
Social Security No.
Dated: ___________________, 1996
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*I understand that if I sign this instruction form without indicating a lesser
number of Shares in the space above, all Shares held by you for my account will
be tendered.
