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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO
SECTION 14(D)(1)
OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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HOLOPHANE CORPORATION
(Name of Subject Company)
NSI ENTERPRISES, INC.
NATIONAL SERVICE INDUSTRIES, INC.
(Bidders)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
43645B10
(CUSIP Number of Class of Securities)
KENYON W. MURPHY, ESQ.
VICE PRESIDENT AND ASSOCIATE COUNSEL
NATIONAL SERVICE INDUSTRIES, INC.
NSI CENTER
1420 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309-3002
TELEPHONE: (404) 853-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
COPY TO:
RUSSELL B. RICHARDS, ESQ.
KING & SPALDING
191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303
TELEPHONE: (404) 572-4695
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[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:
$94,165
FORM OR REGISTRATION NO.:
Schedule 14D-1
FILING PARTY:
National Service Industries, Inc. and NSI Enterprises, Inc.
DATE FILED:
June 25, 1999
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission (the
"Commission")on June 25, 1999 (as amended and supplemented, the "Schedule
14D-1") relating to the offer by NSI Enterprises, Inc., a Delaware corporation
(the "Purchaser") and a wholly owned subsidiary of National Service Industries,
Inc., a Delaware corporation ("Parent"), to purchase all of the outstanding
shares of common stock, $.01 par value per share (the "Shares"), of Holophane
Corporation, a Delaware corporation (the "Company"), at a price of $38.50 per
Share, net to the seller in cash, less any required withholding taxes and
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated June 25, 1999 (the "Offer to Purchase") and in
the related Letter of Transmittal. Unless otherwise indicated, all capitalized
terms used but not defined herein shall have the meanings assigned to them in
the Schedule 14D-1.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows:
The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, for the consummation of the Offer and the Merger expired at
11:59 p.m., New York City time, on July 8, 1999.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b), (c) and (e) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
The information provided in this Amendment No. 1 under Item 5 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
(a)(9) Press Release issued by Parent on July 9, 1999.
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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.
NATIONAL SERVICE INDUSTRIES, INC.
By: /s/ JAMES S. BALLOUN
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Name: James S. Balloun
Title: Chairman of the Board,
President and Chief Executive
Officer
NSI ENTERPRISES, INC.
By: /s/ JAMES S. BALLOUN
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Name: James S. Balloun
Title: Chairman of the Board,
President and Chief Executive
Officer
Date: July 9, 1999
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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<S> <C> <C> <C>
(a)(9) -- Press Release issued by Parent on July 9, 1999
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EXHIBIT (a)(9)
Friday July 9
Company contact:
Chester J. Popkowski (Chet)
Vice President, Treasurer
(404)853-1405
Web site: www.nationalservice.com
NSI ANNOUNCES CLEARANCE TO PURCHASE
HOLOPHANE CORPORATION
ATLANTA, GA -- National Service Industries, Inc. (NYSE: NSI) today
announced that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act in the United States relating to the pending offer by NSI
Enterprises, Inc., a wholly owned subsidiary of NSI, for the shares of Holophane
Corporation has expired.
NSI further indicated that it expects to consummate the purchase of
Holophane's shares pursuant to the tender offer, subject to the terms thereof,
promptly after the scheduled expiration time of 12:00 midnight on Friday,
July 23, 1999.
Certain information contained in this press release is forward-looking
information based on current expectations and plans that involve risks and
uncertainties. The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements. Factors that could cause results to
differ are set forth in the Schedule 14D-1 filed by NSI with the Securities and
Exchange Commission on June 25, 1999.
National Service Industries, Inc., with fiscal year 1998 sales of $2.0
billion, has four business segments -- lighting equipment, chemicals, textile
rental, and envelopes. NSI has reported increased income and earnings per share
in 35 of the last 37 years. Dividends have been increased for 37 consecutive
years and paid for the past 63 years without a decrease.
