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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Act of 1934
Date of Report (Date of earliest event reported) September 11, 1995
HACH COMPANY
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Delaware 0-3947 42-0704420
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(State or other (Commission IRS Employer
jurisdiction of File No.) Identification No.
incorporation)
5600 Lindbergh Drive, Loveland, Colorado 80537
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(Address of principal executive offices) (Zip Code)
(303) 669-3050
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if change since last report)
Page 1 of 6 pages
Exhibit Index at page 4
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Item 5. OTHER EVENTS.
On September 11, 1995, Hach Company ("Hach" or "Registrant") announced
that Registrant has rejected Lawter International's unsolicited merger proposal
to acquire all Hach Company shares not owned by Lawter for $21.00 per share.
Also on September 11, 1995, Kathryn Hach-Darrow, Chairman of the Board of Hach
Company, forwarded a letter to Mr. Daniel Terra, Chairman of Lawter
International, reporting the Registrant's decision to decline Lawter
International's offer to acquire all shares of the Registrant not owned by
Lawter International.
The foregoing description of the Registrant's announcement and the
Chairman's letter is qualified in its entirety by reference to the text of the
announcement and the letter, copies of which are attached as an exhibit to this
report and are incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) EXHIBITS. The exhibits to this report are listed in the Exhibit Index
included elsewhere herein.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be prepared and filed on its behalf by
the undersigned hereunto duly authorized.
HACH COMPANY
By: /s/ Bruce J. Hach
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Bruce J. Hach
President
Date: September 19, 1995
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HACH COMPANY
EXHIBIT INDEX
Sequential
Page
Number
Number and Description of Exhibit -----------
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99(a) Press Release dated September 5
11, 1995
99(b) Letter from Mrs. Kathryn 6
Hach-Darrow, Chairman of Hach
Company to Mr. Daniel J.
Terra, Chairman of Lawter
International dated September
11, 1995
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NEWS RELEASE
LOVELAND, COLORADO, SEPTEMBER 11, 1995 (NASDAQ-HACH) Hach Company announced
today that its Board of Directors has unanimously rejected Lawter
International's unsolicited merger proposal to acquire all Hach Company shares
not owned by Lawter for $21.00 per share. In declining Lawter's proposal,
Hach's Board noted that the Hach family controls approximately 42% of the
Company's outstanding shares and that, as a practical matter, any transaction
would require the support of the family shareholders.
Mrs. Kathryn Hach-Darrow, Hach's Chairman, stated: "After careful
consideration, Hach's Board of Directors has concluded Hach is not for sale.
We believe that the interests of the Company's shareholders, employees and
customers will be best served by the Company remaining independent and pursuing
its long term strategy for growth."
Hach Company is a leading manufacturer and distributor of laboratory
instruments, process analyzers, test kits and analytical reagents which are used
to analyze the chemical content and other properties of water and other aqueous
solutions.
CONTACT: Gary R. Dreher
Vice President and Chief Financial Officer
303-669-3050 Ext 2241
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LETTERHEAD OF HACH COMPANY
September 11, 1995
VIA FACSIMILE AND MAIL
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Mr. Daniel J. Terra
Lawter International, Inc.
990 Skokie Boulevard
Northbrook, IL 60062
Dear Dan:
Your letter of August 29th has been reviewed, and discussed at length with
our Board. At a special meeting called today we have voted to respectfully
decline your offer of $21.00 per share for the balance of Hach you do not own.
After careful consideration, Hach's Board of Directors has concluded Hach
is not for sale. We believe that the interests of the Company's shareholders,
employees and customers will be best served by the Company remaining
independent and pursuing its long term strategy for growth.
We respect Lawter as a very fine, well managed company. But I am sure you
can understand our decision to continue our present direction, at least for the
foreseeable future.
Sincerely,
HACH COMPANY
By:/s/ Kathryn Hach-Darrow
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Kathryn Hach-Darrow
Chairman of the Board
and Chief Executive Officer
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