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. 2)
and
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. 2)
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
- --------------------------------------------------------------------------------
Transaction Valuation(1): $235,442,559 Amount of Filing Fee(2): $47,089
- --------------------------------------------------------------------------------
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 4
<PAGE>
This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1 and
Amendment No. 2 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 as follows:
ITEM 10. ADDITIONAL INFORMATION.
Item 1(b)-(c) is hereby amended and supplemented by the addition of the
following paragraph thereto:
The waiting period under the HSR Act applicable to the purchase of the
Shares pursuant to the Offer expired as of 11:59 P.M. on March 23, 1996.
Accordingly, the condition of the Offer requiring the expiration or termination
of any applicable waiting period under the HSR Act prior to the expiration of
the Offer has been satisfied. A press release relating, among other things, to
the foregoing is filed as Exhibit (a)(10) 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)(10) Text of Press Release, dated March 25, 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.
March 26, 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.10 Text of Press Release, dated March 25, 1996
EXHIBIT 99.a.10
[LILLY LOGO]
LILLY INDUSTRIES, INC.
Lilly Industries, Inc. Reports Status of
Tender Offer And 1996 First Quarter Results
INDIANAPOLIS--March 25, 1996--Lilly Industries, Inc. (NYSE Symbol LI)
- -- As reported earlier, the Company has made a cash tender offer for all of the
stock of Guardsman Products, Inc. for $23.00 per share or approximately $235
million. Commitments for bank financing are in place and Guardsman's three
largest shareholders, who collectively own approximately 50 percent of its
outstanding stock, have agreed to the tender offer. The waiting period under the
Hart-Scott-Rodino Antitrust Act has expired as of March 23, 1996 without further
action being taken by the Department of Justice or Federal Trade Commission. It
is anticipated that closing of the acquisition will take place on or about April
5, 1996.
Guardsman's revenues for 1995 were $251 million, approximately 75
percent of Lilly's 1995 sales. Operating earnings of Guardsman were $15 million,
returning six percent on sales. Approximately 80 percent of its revenues were
derived from businesses similar to Lilly's -- the manufacture and sale of
customized industrial coatings. The remaining 20 percent of its business is
consumer oriented -- the manufacture and sale of fine furniture polishes, fabric
protectors, paint removers and a variety of other consumer products.
Douglas W. Huemme, Lilly's Chairman, President and CEO, stated,
"Guardsman is an excellent fit with Lilly. It is strong in certain domestic
markets where we are less so, and we are well established where they are not.
Internationally, Guardsman is successful in Canada and the United Kingdom, while
we are established in Canada, Germany and the Far East. Guardsman also brings us
excellent technology. The combination of both companies' core technologies
should yield substantial benefits, including the expansion of our key strategic
markets."
Mr. Huemme said, "Estimated additional interest expense on the debt
will be about $20 million annually for the next several years until we can
materially reduce these borrowings. Against that sum we have Guardsman's
operating earnings of approximately $15 million, which we expect to maintain,
plus as least $20 million in annual expenses that we expect to save over the
next twelve to twenty-four months as a result of merging the two companies.
Consequently, we are comfortable with the financing aspects of the acquisition.
There are many areas where we feel that synergy will enable us to realize at
least $20 million annual expense reduction. Raw material and inventory costs
will get immediate attention. Redundant costs will also need to be eliminated.
However, we must maintain our base of qualified people in order to build THE NEW
LILLY for the future."
Mr. Huemme further stated, "The Guardsman acquisition will be a major
step forward for Lilly and its shareholders. It will move Lilly into the ranks
of the largest industrial coatings companies in North America. It will
strengthen Lilly's presence in existing markets, and it will give us new
technologies, thereby expanding the value we bring to customers. Shareholders
should especially benefit as we will not issue any new shares to obtain
Guardsman. In effect, shareholders will get the added benefit of owning another
profitable company almost as large as Lilly without any dilution of their equity
in the combined company."
<PAGE>
First Quarter Results
Sales for the first quarter ended February 29, 1996 were down nine
percent at $73.3 million compared with $80.4 million this time last year. Net
earnings were $3.5 million, or $0.15 per share, compared with $4.6 million, or
$0.20 per share last year. We suffer more by comparison than by business
reality. Last year's first quarter was exceptional -- nearly nine percent
greater in sales than our previous best first quarter. This year's first quarter
virtually matched the sales of the first quarter of 1994 (at that time our best
ever first quarter) and exceeded the earnings of that quarter by more than 11
percent.
Domestic sales were generally lower, reflecting lower manufacturing
levels and the weakness in the U.S. balance of trade over the past several
quarters. By contrast, international results improved while contributing
approximately 16 percent to consolidated sales.
A regular quarterly dividend of eight cents per common share will be
paid July 1, 1996 to shareholders of record on June 10, 1996. This marks the
229th consecutive dividend payment.
Mr. Huemme concluded, "For the balance of 1996 we anticipate an
improved sales trend apart from what Guardsman will contribute. In addition our
new plant in Bowling Green, Kentucky is just about completed and this will prove
particularly beneficial for our coil coating operations. We have also made
progress from continued research to identify lower cost raw materials which will
improve profit margins. Finally, we are completing pre-acquisition planning so
that when Guardsman is acquired, we can move quickly to realize the benefits of
synergy."
<PAGE>
Consolidated Financial Information (Unaudited)
Lilly Industries, Inc. and Subsidiaries
(In thousands, except per share data)
Three Months Ended
------------------
Feb. 29 Feb. 28
1996 1995
------- -------
Net sales $73,271 $80,447
Operating income $6,020 $8,230
Net income $3,486 $4,647
Net income per share $.15 $.20
Average number of shares
outstanding 22,900 23,300
CONTACT: Lilly Industries, Inc.
Roman J. Klusas, 317/687-6702
