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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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VITRONICS CORPORATION
(Name of Subject Company)
VITRONICS CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
Title of Class of Securities)
928503101
(CUSIP Number of Class of Securities)
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JAMES J. MANFIELD, JR.
PRESIDENT & CHIEF EXECUTIVE OFFICER
VITRONICS CORPORATION
1 FORBES ROAD
NEWMARKET, NEW HAMPSHIRE 03857
(603) 659-6550
(Name, Address and Telephone Number of Persons Authorized
to Receive Notice and Communications on Behalf of the
Person Filing this Statement)
COPIES TO:
ROGER M. BARZUN, ESQ.
60 HUBBARD STREET
CONCORD, MASSACHUSETTS 01742
(508) 287-4275
AND
MICHAEL F. SWEENEY, ESQ.
DUFFY & SWEENEY
300 TURKS HEAD BUILDING
PROVIDENCE, RHODE ISLAND 02903
(401) 455-0700
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EXPLANATORY NOTE
This Statement ("AMENDMENT NO. 1") amends the Schedule 14D-9 filed with the
Securities and Exchange Commission by Vitronics Corporation (the "COMPANY") on
September 9, 1997 (the "ORIGINAL SCHEDULE 14D-9") which relates to an offer by
DTI Intermediate, Inc., a Delaware corporation, a wholly-owned subsidiary of
Dover Technologies International, Inc., a Delaware corporation, (an indirect
wholly-owned subsidiary of Dover Corporation, Delaware corporation) to purchase
all of the shares of the outstanding common stock of the Company.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 is hereby amended to refer to the opinion, as amended, of Scott-Macon
Securities, Inc., an affiliate of Scott-Macon, Ltd., that the $1.90 per Share in
cash to be received by the holders of Shares pursuant to the Offer and Merger
Agreement is fair to such shareholders from a financial point of view.
The fairness opinion has been amended to delete the reference to the
confidentiality of the opinion and the specific statement referencing reliance
on it. The amended opinion is filed as Exhibit (a)(4)(i) to this Amendment No.
1.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to add the following:
(a)(4)(i) Opinion of Scott-Macon Securities, Inc. dated September 3,
1997, as amended.
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SIGNATURE
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.
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VITRONICS CORPORATION
By: /s/ JAMES J. MANFIELD, JR.
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James J. Manfield, Jr.
Date: October 2, 1997 President & Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(4)(i) Opinion of Scott-Macon Securities, Inc. dated September 3, 1997, as amended.
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EXHIBIT (a)(4)(i)
[LOGO]
September 3, 1997
Board of Directors
Vitronics Corporation
4 Forbes Road
Newmarket Industrial Park
Newmarket, NH 03857
Gentlemen:
You have requested our opinion as to the fairness, from a financial point of
view, of the per share consideration to be received by the holders of common
stock, par value $0.01 per share (the "Common Stock") of Vitronics Corporation
(the "Company") in connection with the proposed tender offer for the Common
Stock and subsequent acquisition of the Company by Intermediate, Inc. (the
"Purchaser"), a wholly-owned subsidiary of Dover Technologies International,
Inc. (the "Parent").
The terms of the tender offer and acquisition are to be set forth in the
Agreement and Plan of Merger by and among the Company, the Purchaser and the
Parent (the "Agreement"). Our opinion is based on the terms of the latest draft
of the Agreement dated September 3, 1997 which, as of the date of this opinion,
has not yet been executed. Subject to the terms and conditions in the Agreement,
in the tender offer, each issued and outstanding share of Common Stock validly
tendered and not withdrawn will be purchased by the Purchaser for cash
consideration, without interest, of $1.90 net to the seller, and in the event
the acquisition is consummated, each issued and outstanding share of Common
Stock shall be converted into the right to receive cash, without interest, in
the amount of $1.90 net to the seller. The capitalized terms used herein but not
defined shall have the meanings ascribed to such terms in the Agreement.
In connection with this opinion, we have reviewed, among other things:
1. The Agreement;
2. Vitronics Corporation Annual Report for the years ended December 31,
1994, 1995 and 1996;
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Board of Directors Page Two
Vitronics Corporation September 3, 1997
3. Vitronics Corporation Form 10-K for the years ended December 31, 1994,
1995, and 1996;
4. Vitronics Corporation Quarterly Report Form 10-Q for the quarters ended
September 30, 1996, March 31, 1997 and June 30, 1997;
5. Projections prepared by Vitronics Corporation management for five years
ending December 31, 2002;
We also have held discussions with members of the senior management of the
Company regarding past and current business operations, financial condition and
future prospects of the Company. In addition, we have reviewed the reported
price and trading activity for the Common Stock, compared certain financial and
stock market information for the Company with similar information for certain
other companies the securities of which are publicly traded and performed such
other studies and analyses as we considered appropriate.
In connection with our review, we relied without independent verification upon
the accuracy and completeness of all of the financial and other information
reviewed by us for the purposes of this opinion. With respect to the financial
forecasts, we assumed, with your consent, that they have been reasonably
prepared on a basis reflecting the best currently available estimates and
judgements of the management of the Company. We have also assumed, without
having responsibility for independent verification, that the statements made to
us by the management of the Company are true and correct.
We have not made an independent valuation or appraisal of the assets and
liabilities of the Company. We have been advised as to all legal and tax matters
by legal counsel and tax advisors to the Company upon whom we relied.
This opinion letter is for the information and benefit of the Board of
Directors of the Company in connection with its consideration of the Merger.
A description of this opinion may be included in the proxy statement and may
be referred to in other filings with the Securities and Exchange Commission
pertaining to this subject matter, but only if in each case a copy of the
report or opinion in its entirety is also included. Any such description will
be submitted to Scott-Macon Securities, Inc. ("Scott-Macon") for our review
and approval prior to its release. Our opinion may not be used for any other
purpose or otherwise reproduced, disseminated, quoted, or referred to at any
time, in any manner or for any purpose without our prior written consent. Our
opinion is not intended to be and will not constitute a recommendation to any
holder of Common Stock of the Company as to whether such stockholder should
vote for the proposed transaction.
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Board of Directors Page Three
Vitronics Corporation September 3, 1997
Scott-Macon, Ltd., an affiliate of Scott-Macon, has acted as financial advisor
to the Company in connection with this transaction and will receive a fee for
its services. Scott-Macon has received a fee in connection with this opinion. In
the past, Scott-Macon, Ltd. and its affiliates have separately performed certain
investment banking services for the Company and received fees customary for such
services.
Based upon and subject to the foregoing, we are of the opinion on the date
hereof that the consideration to be received by the holders of Common Stock is
fair from a financial point of view.
Very truly yours,
SCOTT-MACON SECURITIES, INC.
/s/ Jeffrey M. Tepper
Jeffrey M. Tepper
Managing Director
