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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
NATIONAL-STANDARD COMPANY
(Name of Subject Company)
NATIONAL-STANDARD COMPANY
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
637742107
(CUSIP Number of Class of Securities)
Timothy C. Wright
General Counsel
National-Standard Company
1618 Terminal Road
Niles, Michigan 49120
(616) 683-8100
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communication on Behalf of the Person(s) Filing Statement).
With a Copy to:
Patrick J. Maloney, Esq.
Bell, Boyd & Lloyd LLC
Three First National Plaza, Suite 3300
Chicago, Illinois 60602-4207
(312) 372-1121
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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On June 27, 2000, National-Standard Company issued a press release
containing the following text:
HEICO HOLDINGS, INC. TO ACQUIRE
NATIONAL-STANDARD COMPANY
Niles, Michigan, June 27, 2000 - Heico Holdings, Inc. and National-Standard
Company announced that they have entered into a definitive merger agreement
providing for Heico to acquire all of the outstanding shares of common stock of
National-Standard for $1.00 per share in cash, or approximately $5.8 million.
Under the terms of the agreement, a subsidiary of Heico will commence a cash
tender offer to purchase all outstanding common shares of National-Standard at
$1.00 per share. The tender offer will be subject to the condition that a
majority of National-Standard's outstanding shares be validly tendered and not
withdrawn prior to the expiration date of the tender offer, and will also be
subject to receipt of required governmental and regulatory approvals and other
conditions. The merger agreement provides that, following consummation of the
tender offer, the Heico subsidiary will be merged into National-Standard and
each remaining common share of National-Standard will be converted into the
right to receive $1.00 in cash. The surviving company in the merger will also
assume all liabilities of National-Standard including approximately $35 million
of senior indebtedness.
National-Standard's board of directors has approved the merger agreement
and recommended that National-Standard shareholders tender their shares and
approve the merger. The board of directors has also received a fairness opinion
from US Bancorp Piper Jaffray, National-Standard's investment bankers.
Ronald B. Kalich, President and Chief Executive Officer of National-
Standard stated that "based upon an extensive analysis of strategic alternatives
available to us, the management and Board of National-Standard believe
acceptance of the Heico offer is in the collective best interest of all affected
parties, including our customers, our suppliers, our employees, our creditors,
and our shareholders. As a consequence of weakening sales in recent weeks that
have exceeded normal seasonal trends, National-Standard is experiencing
liquidity difficulties that have affected our ability to pay our suppliers and
other creditors on customary trade terms. We have initiated discussions with our
principal lender, Foothill Capital Corporation, regarding the terms on which
Foothill might be willing to provide additional interim financing to National-
Standard. However, there can be no assurance that these discussions will result
in any additional financing being provided to the Company." Kalich went on to
state that "with increasing short-term stress on our ability to adequately
finance continuing operations, the proposed transaction represents an
opportunity to realize value for shareholders while preserving and enhancing our
business."
Heico, headquartered in Chicago, is a holding company whose interests
include Davis Wire Corporation. "We look forward to this acquisition as a way
for National-Standard to confidently continue its historic supply of high
quality innovative products, and for Davis Wire to expand its geographic
offering of its current array of industrial
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wire products," said El Roskovensky, President and Chief Executive Officer of
Davis Wire. "We hope to complete the merger as soon as practicable."
Founded in 1907, National-Standard is a publicly traded Niles, Michigan
based firm with annual sales of approximately $160 million, manufacturing and
distributing a broad range of wire and wire-related products, including tire
bead wire and welding wire, in addition to wire cloth and fabricated filters for
the automotive air bag industry. Davis Wire Corporation, headquartered in San
Ramon, California, produces and distributes a variety of industrial,
construction, agricultural and specialty products.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SHARES OF NATIONAL-STANDARD COMPANY. THE ACQUIROR WILL FILE A
TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND THE
COMPANY WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE
TENDER OFFER UPON OR AFTER THE COMMENCEMENT OF THE TENDER OFFER.
THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/
RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ
CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. THE
OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER
DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE
AVAILABLE TO ALL STOCKHOLDERS OF NATIONAL-STANDARD COMPANY, AT NO EXPENSE TO
THEM. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED
LETTER OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION)
AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE AT NO
CHARGE AT THE COMMISSION'S WEB SITE AT WWW.SEC.GOV. THE COMMISSION'S ADDRESS IS
450 5TH STREET N.W., WASHINGTON, D.C. 20549. THE TELEPHONE NUMBER OF THE PUBLIC
REFERENCE ROOM IS (202) 942-8090.
Note: This news release contains forward-looking statements as defined by
the Private Securities Litigation Reform Act of 1995. Because those statements
are based on factors that involve risks and uncertainties, the company's actual
future results may differ materially from the results expressed or implied by
the forward-looking statements. Factors that might cause such a difference
include, but are not limited to, availability of working capital and third party
financing sources, adverse changes in general economic conditions, demand for
the Company's products and industry capacity, competitive products and pricing,
and other factors described in National-Standard's filings with the Securities
and Exchange Commission, including the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1999.
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