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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FINAL AMENDMENT
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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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
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
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 Final Amendment 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,
July 20, 1999, and July 26, 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:
On July 29, 1999, Parent announced that it had merged Purchaser into the
Company (the "Merger") with the Company continuing as the surviving corporation
in the Merger, and that the Merger became effective July 29, 1999. Because
Parent had acquired at least 90% of the outstanding Shares, the Merger was
effected without a meeting of stockholders of the Company. As a result of the
Merger, the Company became a wholly owned subsidiary of Parent and each
outstanding Share (other than Shares held in the treasury of the Company, and
each Share, if any, owned by Parent, the Purchaser or any other direct or
indirect subsidiary of Parent, the Purchaser or the Company, which shall be
canceled, and Shares owned by stockholders who have perfected their appraisal
rights in accordance with Section 262 of the Delaware General Corporation Law)
was 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 full
text of the press release is set forth in Exhibit (a)(11) and is incorporated
herein by reference.
On July 29, 1999 the Parent requested that the New York Stock Exchange (the
"NYSE") delist the Shares from the NYSE and filed on Form 15 with the Securities
and Exchange Commission to deregister the Shares under the Securities Exchange
Act of 1934, as amended.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows:
Pursuant to the Offer, which expired at 12:00 midnight, New York City
Time, on Friday, July 23, 1999, the Purchaser ultimately acquired
approximately 10,323,872 Shares. Such Shares represent approximately 98% of
all outstanding Shares.
The information provided in this Final Amendment 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)(11) Press Release issued by Parent on July 29, 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 the 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 29, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S> <C> <C>
(a)(11) -- Press Release issued by Parent on July 29, 1999
</TABLE>
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Company contact:
July 29, 1999 Chester J. Popkowski (Chet)
Vice President, Treasurer
(404) 853-1405
Web site: www.nationalservice.com
NSI
COMPLETES MERGER WITH HOLOPHANE
Atlanta, GA -- National Service Industries (NYSE: NSI) today announced
that it has completed its acquisition of Holophane Corporation. Holophane has
been merged with a wholly owned subsidiary of NSI, and each share of common
stock of Holophane not previously purchased in NSI's tender offer, which expired
on July 23, 1999, has been (unless otherwise provided for) converted into the
right to receive $38.50 in cash.
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.
