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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
MHI GROUP, INC.
(Name of Subject Company)
MHI GROUP, INC.
(Name of Person(s) Filing Statement)
Common Stock, $.40 Par Value per Share
(Title of Class of Securities)
552925505
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(CUSIP Number of Class of Securities)
Clifford R. Hinkle
President and Chief Executive Officer
3100 Capital Circle, NE
Tallahassee, Florida 32308
(904) 385-8883
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
on Behalf of the Person(s) Filing the Statement)
COPY TO:
Bruce R. Kraus, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 ("Schedule 14D-9") filed
by MHI Group, Inc., a Florida corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") on August 15, 1995, relating to the
cash tender offer made by SPRT Corp., a Florida corporation (the "Purchaser"), a
direct, wholly owned subsidiary of Loewen Group International, Inc., a Delaware
corporation, to purchase all of the issued and outstanding shares of Common
Stock, $.40 par value per share, of the Company (the "Shares") at a price of
$10.25 net per Share in cash as more particularly described in a Tender Offer
Statement on Schedule 14D-1 filed with the Commission on August 14, 1995 by the
Purchaser. Terms not otherwise defined herein shall have the meanings ascribed
to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following statement thereto:
The waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 with respect to the purchase of the Shares pursuant to the Offer
expired as of 11:59 p.m., New York City time, on August 25, 1995.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended by substituting the
corrected Form of Stock Appreciation Rights Agreements between the Company and
certain Executive Officers of the Company filed herewith for the Form of Stock
Appreciation Rights Agreement between the Company and certain Executive Officers
of the Company filed as Exhibit 7 to the Schedule 14D-9.
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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.
Dated: August 28, 1995 MHI GROUP, INC.
a Florida Corporation
By: /s/ Clifford R. Hinkle
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Clifford R. Hinkle
President and Chief Executive Officer
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EXHIBIT 99.7
Corrected Copy
FORM OF STOCK APPRECIATION RIGHTS AGREEMENT
UNDER THE
MHI GROUP, INC.
1995 STOCK APPRECIATION RIGHTS PLAN
THIS AGREEMENT, made as of the 25th day of July, 1995, by and between
MHI Group, Inc. a Florida corporation (the "Company") and ____________________
(the "Executive")
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Executive is now employed by the Company in a key
capacity, and the Company desires to have him remain in such employment and to
afford him the opportunity to participate in the appreciation of the Company's
Common Stock, par value $.40 per share ("Stock"), so that he may have a direct
interest in the Company's success without granting him any Stock or derivatives
thereof.
NOW, THEREFORE, in consideration of the covenants and agreements
herein contained, the parties hereto hereby agree as follows:
1. GRANT OF STOCK APPRECIATION RIGHT. (a) Subject to the terms and
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conditions set forth herein and in the Company's 1995 Stock Appreciation Rights
Plan (the "Plan"), the Company hereby grants to the Executive, during the period
commencing on the date of this Agreement and ending on January 25, 1996 (the
"Termination Date"), the right to a cash payment equal to the excess of the Fair
Market Value of _______ shares of Stock on the Exercise Date over $_______ (a
"SAR").
(b) For purposes of this Agreement the Fair Market Value of one share
of Stock on any date shall be (i) the closing price per share of the Stock on
the national securities exchange on which such stock is principally traded, or
(ii) if the Stock is not listed or admitted to trading on any such exchange ,
the average of the highest reported bid and lowest reported asked prices per
share of Stock as reported by the National Association of Securities Dealers,
Inc. Automated Quotation ("NASDAQ") system, or (iii) if the Stock is not then
listed on any securities exchange or prices therefore are not then quoted on the
NASDAQ system, the value determined by the Compensation Committee of the Board
of Directors of the Company (the "Committee").
2. LIMITATIONS ON EXERCISE OF STOCK APPRECIATION RIGHT. (a) Subject to
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the terms and conditions set forth herein, the Executive may exercise the SAR
immediately upon the occurrence of a Change-in-Control of the Company.
(b) For purposes of the preceding sentence, a "Change-in-Control"
shall be deemed to occur if (i) any "person" (as that
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term is used in Sections 13 and 14(d)(2) of the Securities and Exchange Act of
1983 (the "Exchange Act")) is or becomes the beneficial owner (as that term is
used in Section 13(d) of the Exchange Act), directly or indirectly, of a
majority or more of the voting Stock.
3. TERMINATION OF EMPLOYMENT. (a) If the Executive's employment is
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terminated by the Company with Cause (as that term is defined in the
Severance Benefits Agreement between the Company and the Executive, dated as of
June 30, 1995 (the "Severance Agreement")) the SAR, to the extent not exercised
prior to such termination, shall lapse and be cancelled.
(b) Any provision of paragraph 3(a) hereof to the contrary
notwithstanding, the SAR may not be exercised beyond the Termination Date.
(c) Whether employment has been or could have been terminated for the
purposes of this Agreement, and the reasons therefor, shall be determined by the
Committee, whose determination shall be final, binding and conclusive.
4. METHOD OF EXERCISING STOCK APPRECIATION RIGHT. The Executive may
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exercise any or all of the SAR by delivering to the Committee a written notice
signed by the Executive stating that the Executive has elected to exercise the
SAR at that time (the "Exercise Date").
5. EXECUTIVE. Whenever the word "Executive" is used in any provision of
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this Agreement under circumstances where the provision should logically be
construed to apply to the executors, the administrators, or the person or
persons to whom the Options may be transferred by will or by the laws of descent
and distribution, the word "Executive" shall be deemed to include such person or
persons.
6. NON-TRANSFERABILITY. The SAR is not transferable by the Executive
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otherwise than by will or the laws of descent and distribution and are
exercisable during the Executive's lifetime only by him. No assignment or
transfer of the SAR, or of the rights represented thereby, whether voluntary or
involuntary, by operation of law or otherwise (except by will or the laws of
descent and distribution), shall vest in the assignee or transferee any interest
or right herein whatsoever, but immediately upon such assignment or transfer the
SAR shall terminate and become of no further effect.
7. NO RIGHTS AS STOCKHOLDER. The Executive or a transferee of the SAR
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shall have no rights as a stockholder with respect to any share covered by the
SAR.
8. NO EXCESS PAYMENTS. It is the intention of the parties that the
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amounts payable to the Executive upon the exercise of the SAR shall not
constitute "excess parachute
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payments" within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended, and any regulations thereunder. If the independent accountants
acting for the Company on the date of a Change of Control (or other accounting
firm designated by them) determine that the amounts payable upon exercise of the
SAR hereof, when aggregated with any other payments made on or prior to the
Exercise Date which are deemed to be "parachute payments," within the meaning of
Section 280G may constitute "excess parachute payments," the payments under this
Agreement must be reduced to the maximum amount which may be paid without the
payments being "excess parachute payments." The determination shall take into
account (i) whether such payments are "parachute payments" under Section
280G and, if so, (ii) the amount of the payments under this Agreement that
constitutes reasonable compensation under Section 280G. Nothing contained in
this Agreement shall prevent the Company after a Change of Control from agreeing
to pay the Executive compensation or benefits in excess of those provided in
this Agreement.
9. NOTICE. Every notice or other communication relating to this
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Agreement shall be in writing, and shall be mailed to or delivered to the party
for whom it is intended at such address as may from time to time be designated
by it in a notice mailed or delivered to the other party as herein provided;
provided that, unless and until some other address be so designated, all notices
or communications by the Executive to the Company shall be mailed or delivered
to the Company at its principal executive office, and all notices or
communications by the Company to the Executive may be given to the Executive
personally or may be mailed to him at the Executive's last known address as
reflected in the records of the Company.
10. BINDING EFFECT. This Agreement shall be binding upon the heirs,
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executors, administrators and successors of the parties hereto.
11.GOVERNING LAW. This Agreement shall be construed and interpreted in
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accordance with the laws of the State of Florida, excluding the provisions
thereof relating to choice of law.
12.PLAN. The terms and provisions of the Plan are incorporated herein by
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reference. In the event of a conflict or inconsistency between discretionary
terms and provisions of the Plan and the express provisions of this Agreement,
the terms of this Agreement shall govern and control. In all other instances
of conflicts or inconsistencies or omissions, the terms and provisions of the
Plan shall govern and control.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
MHI GROUP, INC.
By: ____________________________
____________________________
Executive
