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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
SCHEDULE 14D-9
AMENDMENT NO. 1
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
___________________
GUARDSMAN PRODUCTS, INC.
(Name of Subject Company)
GUARDSMAN PRODUCTS, INC.
(Name of Person(s) Filing Statement)
___________________
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
401489 10 9
(CUSIP Number of Class of Securities)
___________________
CHARLES E. BENNETT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GUARDSMAN PRODUCTS, INC.
3033 ORCHARD VISTA DRIVE, S.E., SUITE 200
P.O. BOX 1521
GRAND RAPIDS, MICHIGAN 49501-1521
(616) 957-2600
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
___________________
With a Copy to:
TRACY T. LARSEN, ESQ.
WARNER NORCROSS & JUDD LLP
900 OLD KENT BUILDING
111 LYON STREET, N.W.
GRAND RAPIDS, MICHIGAN 49503-2489
(616) 752-2000
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Guardsman Products, Inc., a Delaware corporation (the "Company"),
hereby amends and supplements its statement on Schedule 14D-9, filed with
the Securities and Exchange Commission on March 8, 1996, with respect to
the tender offer by LP Acquisition Corporation, a Delaware corporation (the
"Purchaser"), to purchase all outstanding shares of the Common Stock, par
value $1.00 per share, of the Company (the "Shares"), and the associated
Preferred Stock Purchase Rights (the "Rights") at a price of $23.00 per
Share net to seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated March 8, 1996, and in the related
Letter of Transmittal (which, together with the Offer to Purchase and any
amendments thereto, collectively constitute the "Offer"). The item
numbers, responses thereto, and exhibits below are in accordance with the
requirements of Schedule 14D-9.
ITEM 8 - ADDITIONAL INFORMATION TO BE FURNISHED.
On March 18, 1996, Comerica Bank, the Trustee of the Company's
Security Builder Plan, sent a letter to plan participants with investments
in the Guardsman Common Stock Fund regarding the Offer and requesting
instructions concerning the tender of the participants' Shares. A copy of
this letter is filed as Exhibit 10 and is here incorporated by reference.
On March 18, 1996 the Company sent a letter to participants in
the Company's Security Builder Plan regarding temporary changes in the
Security Builder Plan through the expiration date of the Offer. A copy
of this letter is filed as Exhibit 11 and is here incorporated by reference.
On March 19 and 21, 1996, Chemical Bank, the Agent for the
Dividend Reinvestment and Stock Purchase Plan, sent or will send a series
of three letters to plan participants to (i) refund certain voluntary
contributions to the Plan, (ii) pay the Company's first quarter dividend to
participants in cash, and (iii) deliver stock certificates to plan
participants for all Shares credited to participant accounts under the
Plan. Copies of these letters are filed as Exhibits 12, 13 and 14 and are
here incorporated by reference.
ITEM 9 - MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 10 Letter dated March 18, 1996 from Comerica Bank to
participants in the Security Builder Plan with investments
in the Guardsman Common Stock Fund.
Exhibit 11 Letter dated March 18, 1996 from the Company to all
participants in the Security Builder Plan.
Exhibit 12 Letter dated March 19, 1996 from Chemical Bank to
participants in the Dividend Reinvestment and Stock Purchase
Plan, delivering stock certificates to plan participants for
all shares credited to participant accounts under the Plan.
Exhibit 13 Letter dated March 21, 1996 from Chemical Bank to
participants in the Dividend Reinvestment and Stock Purchase
Plan, refunding certain voluntary contributions to the Plan.
Exhibit 14 Letter dated March 21, 1996 from Chemical Bank to
participants in the Dividend Reinvestment and Stock Purchase
Plan, paying the first quarter dividend in cash to Plan
participants.
SIGNATURE
After reasonable 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.
By: /s/ Charles E. Bennett
Charles E. Bennett
President and Chief Executive Officer
Dated: March 20, 1996
EXHIBIT 10
[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.
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
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
______________
*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.
EXHIBIT 11
[GUARDSMAN LETTERHEAD]
March 18, 1996
To Security Builder Plan Participants:
As you are aware, LP Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of Lilly Industries, Inc., an
Indiana corporation, has made a tender offer to purchase all outstanding
shares of Guardsman Products, Inc. common stock, par value $1.00 per share,
and the associated Preferred Stock Purchase Rights at $23.00 per share in
cash. The tender offer began on March 8, 1996 and will expire on Thursday,
April 4, 1996, unless extended.
As a result of this tender offer for Guardsman shares, all
Security Builder Plan investments in the Guardsman Common Stock Fund have
been frozen effective as of March 14, 1996. Participants in the Security
Builder Plan will not be permitted to increase or decrease their
investments in the Guardsman Common Stock Fund from March 14, 1996, until
April 4, 1996, or such later date to coincide with the expiration of the
tender offer. Throughout this suspension period, all contributions and
loan repayments allocated to the Guardsman Common Stock Fund will be held
by Comerica Bank in a money market fund pending the expiration of the
tender offer. In addition, during the suspension period, new loans cannot
be made from the Guardsman Common Stock Fund but may be taken out from your
other investment elections.
If you participated in the Guardsman Common Stock Fund as of
March 14, 1996, you will find materials enclosed from Comerica Bank
regarding whether you wish to accept or reject the $23.00 tender offer.
Please review these materials carefully and return the instruction page to
Comerica Bank in the enclosed envelope by March 28, 1996.
EXHIBIT 12
[CHEMICAL BANK LETTERHEAD]
March 19, 1996
Participants in the Guardsman Products, Inc. Dividend Reinvestment Plan
Dear Stockholder:
On March 4, 1996, Guardsman Products, Inc. entered into a Definitive
Agreement pursuant to which Lilly Industries, Inc. will acquire all of the
outstanding common stock of Guardsman. Under the terms of the agreement,
documents outlining the tender offer were sent to all applicable
shareholders on or about March 11, 1996. Pending the completion of the
proposed merger, the Company has terminated the Guardsman Products, Inc.
Dividend Reinvestment Plan, as provided for in the plan documents.
Accordingly, the enclosed stock certificate represents the shares of
Guardsman Products, Inc. Common Stock you currently hold in the plan. A
check for the value of any fractional shares in your account is being
mailed separately.
If you desire to tender these shares, you may do so on the Letter of
Transmittal pursuant to Lilly's tender offer which you should have already
received. If you have already tendered other shares or have not yet
received the tender documents, you may obtain the tender documents by
contacting the Information Agent for the Offer as follows:
MORROW & COMPANY, INC.
909 Third Avenue
20th Floor
New York, New York 10022
(212) 754-8000
Toll Free (800) 566-9061
Should you have any other questions regarding the tender offer, please
contact Morrow & Company at the phone numbers listed above.
Thank you very much for your interest and support of Guardsman.
Sincerely,
/s/ Jeffrey M. Suerth
Jeffrey M. Suerth
Vice President, Secretary
EXHIBIT 13
[CHEMICAL BANK LETTERHEAD]
March 21, 1996
Participants in the Guardsman Products, Inc. Dividend Reinvestment Plan
Dear Stockholder:
On March 4, 1996, Guardsman Products, Inc. entered into a Definitive
Agreement pursuant to which Lilly Industries, Inc. will acquire all of the
outstanding common stock of Guardsman. Under the terms of the agreement,
documents outlining the tender offer were sent to all applicable
shareholders on or about March 11, 1996. Pending the completion of the
proposed merger, the Company has terminated the Guardsman Products, Inc.
Dividend Reinvestment Plan, as provided for in the plan documents.
Accordingly, the enclosed check represents the refund of any voluntary
contributions which you may have recently made for the purchase of
additional shares of Guardsman Products, Inc. Common Stock, or the return
of your original check. In addition, you will receive, within the next few
days, stock certificates for any shares you currently hold in the plan with
instructions on how to tender the shares.
Thank you very much for your interest and support of Guardsman.
Sincerely,
/s/ Jeffrey M. Suerth
Jeffrey M. Suerth
Vice President, Secretary
EXHIBIT 14
[CHEMICAL BANK LETTERHEAD]
March 21, 1996
Participants in the Guardsman Products, Inc. Dividend Reinvestment Plan
Dear Stockholder:
On March 4, 1996, Guardsman Products, Inc. entered into a Definitive
Agreement pursuant to which Lilly Industries, Inc. will acquire all of the
outstanding common stock of Guardsman. Under the terms of the agreement,
documents outlining the tender offer were sent to all applicable
shareholders on or about March 11, 1996. Pending the completion of the
proposed merger, the Company has terminated the Guardsman Products, Inc.
Dividend Reinvestment Plan, as provided for in the plan documents.
Accordingly, for those stockholders currently participating in the plan as
well as all other stockholders, enclosed is a check for the regular
quarterly dividend payable to stockholders of record on March 7, 1996,
payable on March 21, 1996, in the amount of $.09 per share. If you have
made any voluntary contributions for the purchase of additional shares of
Guardsman Products, Inc. Common Stock in the current quarter, a refund of
your contribution or the return of your original check will be sent under
separate cover. In addition, you will receive, within the next few days,
stock certificates for any shares you currently hold in the plan with
instructions on how to tender the shares.
Thank you very much for your interest and support of Guardsman.
Sincerely,
/s/ Jeffrey M. Suerth
Jeffrey M. Suerth
Vice President, Secretary
