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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. 3)
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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) 572-4600
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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. 3 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission (the
"Commission") on June 25, 1999 and as amended and supplemented on July 9, 1999
and July 20, 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.
The information provided in this Amendment No. 3 under Item 6 is
incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of Schedule 14D-1 is hereby amended and supplemented as follows:
At 12:00 midnight, New York City time, on Friday, July 23, 1999, the Offer
expired. Based on information provided by the Depositary, a total of
approximately 10.3 million Shares (including 327,967 Shares subject to guarantee
of delivery) were validly tendered and not properly withdrawn pursuant to the
Offer. The Purchaser has accepted for payment, and has notified the Depositary
to promptly pay for, the tendered and accepted Shares at the purchase price of
$38.50 per Share in cash.
Pursuant to the Merger Agreement, the Purchaser intends to merge itself
into the Company in accordance with the Delaware General Corporation Law as
promptly as practicable. As a result of the Merger, the Company will become a
wholly owned subsidiary of Parent and each outstanding Share (other than Shares
held in the treasury of the Company, Shares owned by Parent, the Purchaser or
any other direct or indirect subsidiary of Parent or the Company, and Shares
owned by stockholders who have not voted in favor of the Merger or consented
thereto and who have perfected their appraisal rights in accordance with Section
262 of the Delaware General Corporation Law) shall be canceled and converted
into the right to receive $38.50 per Share, net to the seller in cash, less any
required withholding taxes and without interest thereon.
The consummation of the Offer was publicly announced in a press release
issued by Parent on July 26, 1999, a copy of which is filed as Exhibit (a)(10)
hereto and incorporated by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
(a)(10) Press Release issued by Parent on July 26, 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/ BROCK A. HATTOX
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Name: Brock A. Hattox
Title: Executive Vice President and
Chief Financial Officer
NSI ENTERPRISES, INC.
By: /s/ BROCK A. HATTOX
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Name: Brock A. Hattox
Title: Executive Vice President and
Chief Financial Officer
Date: July 26, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <C> <S>
(a)(10) -- Press Release issued by Parent on July 26, 1999
</TABLE>
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EXHIBIT (a)(10)
July 26, 1999
Company contact:
Chester J. Popkowski (Chet)
Vice President, Treasurer
(404) 853-1405
Website: www.nationalservice.com
NSI
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SUCCESSFULLY COMPLETES CASH TENDER OFFER
FOR SHARES OF HOLOPHANE CORPORATION
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Atlanta, GA -- National Service Industries (NYSE:NSI) today announced that
its cash tender offer for all outstanding shares of common stock of Holophane
Corporation expired, as scheduled, at 12:00 midnight, Eastern standard time, on
Friday, July 23, 1999. NSI, through its subsidiary making the offer, has
accepted for purchase all shares validly tendered and not withdrawn prior to the
expiration of the offer. Based on information provided by First Chicago Trust
Company of New York, as depositary, approximately 10.3 million shares of
Holophane have been acquired by NSI (including approximately 0.3 million shares
subject to guarantee of delivery) out of approximately 10.6 million shares
currently outstanding. Approximately 0.3 million shares remained untendered as
of the expiration of the tender offer.
As a result of the foregoing, NSI has acquired more than 90 percent of
Holophane's outstanding shares, thereby permitting the second step of the
acquisition without a meeting of Holophane's stockholders. In the second step of
the acquisition, Holophane will be merged with a subsidiary of NSI and each
Holophane share not previously purchased in the tender offer will be converted
into the right to receive $38.50 in cash. The completion of the merger is
expected to occur on or about Thursday, July 29, 1999.
Certain information contained in this press release may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and actual
results may differ materially from those contemplated by such 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.
