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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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SPECTRAN CORPORATION
(NAME OF SUBJECT COMPANY)
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SPECTRAN CORPORATION
(NAME OF PERSON FILING STATEMENT)
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COMMON STOCK, $.10 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
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847598109
(CUSIP NUMBER OF CLASS OF SECURITIES)
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CHARLES B. HARRISON
CHIEF EXECUTIVE OFFICER
SPECTRAN CORPORATION
50 HALL ROAD
STURBRIDGE, MASSACHUSETTS 01566
(508) 347-2261
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
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Copies to:
IRA S. NORDLICHT, ESQ.
NORDLICHT & HAND
645 FIFTH AVENUE
NEW YORK, NEW YORK 10022
(212) 421-6500
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This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated July 21, 1999
(the "Schedule 14D-9") with respect to the tender offer by Lucent Technologies
Inc., a Delaware corporation ("Lucent"), and Seattle Acquisition Inc., a
Delaware corporation and wholly owned subsidiary of Lucent (the "Purchaser"), to
acquire all of the outstanding common stock, $.10 par value per share (the
"Shares"), of SpecTran Corporation (the "Company") at a price of $9.00 per
Share, upon the terms and conditions set forth in the Offer to Purchase, dated
July 21, 1999, and the related letter of transmittal. Capitalized terms used
herein and not defined shall have the meanings ascribed to them in the Schedule
14D-9.
ITEM 4. The Solicitation or Recommendation.
The response to Item 4(b), subtitled Background of the Offer; Reasons
for the Recommendation, is hereby supplemented, by amending and restating
paragraph (vii) under "Reasons for the Recommendation" as follows:
(vii) current financial market conditions, volatility and trading information
with respect to the Shares of the Company and the historical prices for the
Shares, including the fact that, although the proposed purchase price of $9 per
Share is less than recent NASDAQ National Market Closing prices for the Shares,
representing a discount of approximately 21.7% over the July 14, 1999 market
price of $11.50 per Share and discounts of approximately 14.0% and 4.0% over the
one and two months average closing prices of $10.46 and $9.37 per Share,
respectively, the $9 per Share purchase price represents: a premium of
approximately 10.2% over the three month average closing price of $8.17 per
Share; a premium of approximately 38.2% over the six month average closing price
of $6.51 per Share; a premium of approximately 40.2% over the average closing
price since January 1, 1999; and a premium of approximately 56.6% over the one
year average closing price of $5.75; and a determination that the proposed
purchase price is fair even though it does not include a premium over the
closing price of Shares on the Nasdaq National Market on July 14, 1999 due to
the following factors: (i) that the Company and its financial advisors solicited
expressions of interest in a variety of transactions from 34 companies over more
than six months and that such solicitation did not produce any offers that were
superior to the Offer; (ii) that the Company's public announcement that it was
exploring various financial alternatives including entering into strategic
alliances did not produce any offers that were superior to the Offer; (iii)
Lazard's opinion that the $9 in cash per Share to be paid to the stockholders of
the Company pursuant to the Offer and the Merger was fair to such stockholders
from a financial point of view; and (iv) that the $11.50 closing price for the
Shares on July 14, 1999 might not accurately reflect the value of the Company
based upon the fact that the Shares had a relatively low average daily trading
volume and were historically volatile, coupled with the likelihood that the July
14, 1999 closing price reflected, in part, market speculation regarding a
possible takeover of the Company and would not be sustained if a transaction did
not go forward.
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ITEM 9. Materials to be Filed as Exhibits
(a)(6) Letter of Lazard Freres & Co. LLC dated August 12, 1999.
(a)(7) Press Release issued by the Company on August 17, 1999.
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
accurate.
SPECTRAN CORPORATION
By: /s/ CHARLES B. HARRISON
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Charles B. Harrison
President, Chief Executive
Officer and Chairman of the Board
Dated: August 17, 1999
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EXHIBIT INDEX
Exhibit Description
No.
- ------- --------------------------------------------------------
(a)(6) Letter of Lazard Freres & Co. LLC dated August 12, 1999.
(a)(7) Press Release issued by the Company on August 17, 1999.
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EXHIBIT (A)(6)
August 12, 1999
Board of Directors
SpecTran Corporation
50 Hall Road
Sturbridge, Massachusetts 01566
Re: Schedule 14D-9 of SpecTran Corporation filed July 21, 1999
Ladies and Gentlemen:
Reference is made to our opinion letter dated July 15, 1999 with
respect to the Agreement of Merger, dated as of July 15, 1999, by and among
SpecTran Corporation (the "Company"), Lucent Technologies Inc. ("Lucent"), and
Seattle Acquisition Inc., a wholly-owned subsidiary of Lucent.
The foregoing opinion letter is provided for the information and
assistance of the Board of Directors of the Company in connection with its
consideration of the transaction contemplated therein and is not to be used,
circulated, quoted or otherwise referred to for any other purpose, nor is it to
be filed with or included in or referred to in whole or in part in any
registration statement, proxy statement or other document, except in accordance
with our prior written consent. We understand that the Company has determined to
include our opinion in the above-referenced Schedule 14-D9. In that regard, we
hereby consent to the reference to the opinion of our Firm under the caption
"Item 4. The Solicitation or Recommendation" and to the inclusion of the
foregoing opinion in the above-referenced Schedule 14D-9. We also consent to the
filing with the Securities and Exchange Commission of this consent letter as an
exhibit to the above-referenced Schedule 14D-9. In giving such consent, we do
not thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
LAZARD FRERES & CO. LLC
By /s/ Melvin L. Heineman
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Melvin L. Heineman
Managing Director
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Exhibit (a)(7)
NEWS RELEASE
FROM: L.B. STUAFFER, SR. VP
NICHOLAS PATRUNO, INVESTOR RELATIONS
PORTER, LEVAY & ROSE, INC.
(212) 564-4700
COMPANY GEORGE ROBERTS, CFO
CONTACT: (508) 347-2261
FOR IMMEDIATE RELEASE
SPECTRAN FILES AMENDMENT TO SCHEDULE 14D-9
STURBRIDGE, MA, AUGUST 17, 1999 - SpecTran Corporation (NASDAQ;
NM:SPTR), which develops, manufactures and markets glass optical fibers and
value-added fiber optic products, today filed an amendment to the Schedule 14D-9
Solicitation/Recommendation Statement that was filed by it with the Securities
and Exchange Commission related to the tender offer by Lucent Technologies Inc.
to purchase all of SpecTran's outstanding shares for $9.00 per share.
The amendment to the Schedule 14D-9 contains the following information:
ITEM 4. The Solicitation or Recommendation.
The response to Item 4(b), subtitled Background of the Offer;
Reasons for the Recommendation, is hereby supplemented, by
amending and restating paragraph (vii) under "Reasons for the
Recommendation" as follows:
(vii) current financial market conditions, volatility and
trading information with respect to the Shares of the Company
and the historical prices for the Shares, including the fact
that, although the proposed purchase price of $9 per Share is
less than recent NASDAQ National Market Closing prices for the
Shares, representing a discount of approximately 21.7% over
the July 14, 1999 market price of $11.50 per Share and
discounts of approximately 14.0% and 4.0% over the one and two
months average closing prices of $10.46 and $9.37 per Share,
respectively, the $9 per Share purchase price represents: a
premium of approximately 10.2% over the three month average
closing price of $8.17 per Share; a premium of approximately
38.2% over the six month average closing price of $6.51 per
Share; a premium of approximately 40.2% over the average
closing price since January 1, 1999; and a premium of
approximately 56.6% over the one year average closing price of
$5.75; and a determination that the
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proposed purchase price is fair even though it does not
include a premium over the closing price of Shares on the
Nasdaq National Market on July 14, 1999 due to the following
factors: (i) that the Company and its financial advisors
solicited expressions of interest in a variety of transactions
from 34 companies over more than six months and that such
solicitation did not produce any offers that were superior to
the Offer; (ii) that the Company's public announcement that it
was exploring various financial alternatives including
entering into strategic alliances did not produce any offers
that were superior to the Offer; (iii) Lazard's opinion that
the $9 in cash per Share to be paid to the stockholders of the
Company pursuant to the Offer and the Merger was fair to such
stockholders from a financial point of view; and (iv) that the
$11.50 closing price for the Shares on July 14, 1999 might not
accurately reflect the value of the Company based upon the
fact that the Shares had a relatively low average daily
trading volume and were historically volatile, coupled with
the likelihood that the July 14, 1999 closing price reflected,
in part, market speculation regarding a possible takeover of
the Company and would not be sustained if a transaction did
not go forward.
SpecTran Corporation develops, manufactures and markets glass optical
fibers and value-added fiber optic products. For global communications markets,
SpecTran manufactures standard fiber and cable as well as special performance
fiber and cable. The company's application specific optical fiber and cable
products also serve industrial, aerospace and medical markets worldwide. For
additional information about SpecTran, visit the Company's web site at
www.spectran.com.
NOTE: This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Investors are cautioned that all
forward-looking statements involve risks and uncertainties that may cause
results to differ materially from expectations, including, without limitation,
the ability of the company to market and develop its products, general economic
conditions and competitive conditions in markets served by the company.
Forward-looking statements include, but are not limited to, global economic
conditions, product demand, competitive products and pricing, manufacturing
efficiencies, cost reductions, manufacturing capacity, facility expansions and
new plant start-up costs, the rate of technology change, and other risks.
Although the company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included in this press release will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the
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inclusion of such information should not be regarded as a representation by the
company or any other person that the objectives and plans of the company will be
achieved.
