<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1 to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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VARITRONIC SYSTEMS, INC.
(Name of Subject Company)
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VSI ACQUISITION CO.
BRADY USA, INC.
W.H. BRADY CO.
(Bidders)
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Common Stock, par value $.01 per share
(Titles of Class of Securities)
92247-10-1
(CUSIP Number of Class of Securities)
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Donald P. DeLuca
W. H. Brady Co.
6555 West Good Hope Road
Milwaukee, Wisconsin 53223
(414) 358-6600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
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Copy to:
Conrad G. Goodkind, Esq.
QUARLES & BRADY
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 277-5000
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This Amendment No. 1 to Schedule 14D-1 relates to a tender offer by VSI
Acquisition Co., a Minnesota corporation and a wholly-owned subsidiary of Brady
USA, Inc., a Wisconsin corporation, which is a wholly-owned subsidiary of W.H.
Brady Co., a Wisconsin corporation, for all outstanding shares of Common Stock,
par value $.01 per share of Varitronic Systems, Inc., a Minnesota corporation,
at a purchase price of $17.50 per share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the offer
to purchase and in the related letter of transmittal.
By this Amendment, W.H. Brady Co. files a shareholder tender agreement
between Scott F. Drill, a Varitronic Systems, Inc. shareholder, and W.H. Brady
Co., whereby Mr. Drill agrees to tender of his shares in Varitronic Systems,
Inc. by March 15, 1996 in the tender offer.
In addition, W.H. Brady Co. states that it previously acquired over a year
ago 5 shares of Varitronic Systems, Inc. common stock (exclusive of the Option
described in the Offer to Purchase).
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CUSIP NO. 104674-10-6 SCHEDULE 14D-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VSI Acquisition Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCES OF FUNDS*
WC (from Parent)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(E) OR 2(F) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0%
10 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
3
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CUSIP NO. 104674-10-6 SCHEDULE 14D-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brady USA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCES OF FUNDS*
WC (from Parent)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(E) OR 2(F) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0%
10 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
4
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CUSIP NO. 104674-10-6 SCHEDULE 14D-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
W.H. Brady Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCES OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-5- (Exclusive of the Option described in the Offer to Purchase)
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0% (exclusive of the option described in the offer to purchase)
10 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
5
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ITEM 1. SECURITY AND SUBJECT COMPANY
(a) The name of the subject company is Varitronic Systems, Inc., a Minnesota
corporation (the "Company"). The address of the principal executive offices of
the Company is set forth in Section 8 ("Certain Information Concerning the
Company") of the Offer to Purchase, dated February 29, 1996 (the "Offer to
Purchase"), a copy of which is filed as Exhibit (a)(1) hereto and is
incorporated by reference.
(b) This Statement relates to a tender offer by VSI Acquisition Co., a
Minnesota corporation (the "Offeror") and a wholly-owned subsidiary of Brady
USA, Inc., a Wisconsin corporation ("BUSA") which is a wholly-owned subsidiary
of W. H. Brady Co., a Wisconsin corporation ("Brady"), to purchase all
outstanding shares of common stock, par value $.01 per share (the "Shares"), of
the Company, at a purchase price of $17.50 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase and in the related Letter of Transmittal, a copy of which is filed as
Exhibit (a)(2) hereto and is incorporated herein by reference. The Offer to
Purchase and Letter of Transmittal together constitute the "Offer." The
information set forth in the Introduction of the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth in Section 6 ("Price Range of Shares;
Dividends") of the Offer to Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(f) The information set forth in the Introduction and Section 9
("Certain Information Concerning the Parent, BUSA and the Offeror") of the
Offer to Purchase is incorporated herein by reference. During the past five
years, neither the Offeror, BUSA, Brady, nor any of the persons enumerated in
General Instructions to Schedule 14D-1 has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction, and, as a result of such proceeding, was or is subject to a
judgment, decree or final order enjoining further violation of, or prohibiting
activities subject to, federal or state securities laws or finding any
violation of such laws.
(g) The information set forth in Schedule I of the Offer to Purchase is
incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY
(a)-(b) The information set forth in the Introduction, Section 9 ("Certain
Information Concerning the Parent, BUSA and the Offeror"), Section 11
("Background of the Offer") and Section 12 ("Purpose of the Offer and Merger;
Plans for the Company") of the Offer to Purchase is incorporated herein by
reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a)-(c) The information set forth in the Introduction and Section 10
("Source and Amount of Funds") of the Offer to Purchase is incorporated herein
by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
(a)-(e) The information set forth in the Introduction and Section 12
("Purpose of the Offer and Merger; Plans for the Company") of the Offer to
Purchase is incorporated herein by reference.
(f)-(g) The information set forth in Section 7 ("Effect of the Offer on
Market for Shares, Nasdaq Listing and Registration Under the Exchange Act") of
the Offer to Purchase is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a)-(b) The information contained in Items 7 and 9 of the cover pages hereto
is incorporated herein by reference. The information set forth in the
Introduction and Section 9 ("Certain Information Concerning the Parent, BUSA
and the Offeror") of the Offer to Purchase is incorporated herein by reference.
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In addition, Brady states that it owns 5 shares of Company common stock,
acquired more than 3 months ago.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES
The information set forth in the Introduction, Section 9 ("Certain
Information Concerning the Parent and the Offeror") and Section 17 ("Fees and
Expenses") of the Offer to Purchase is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The information set forth in the Introduction and Section 17 ("Fees and
Expenses") of the Offer to Purchase is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS
The information set forth in Section 9 ("Certain Information Concerning the
Parent, BUSA and the Offeror") of the Offer to Purchase is incorporated herein
by reference.
The incorporation by reference herein of the above-referenced financial
information does not constitute an admission that such information is material
to a decision by a holder of Common Stock of the Company whether to sell,
tender or hold securities being sought in the Offer.
ITEM 10. ADDITIONAL INFORMATION
(a) Not applicable.
(b)-(c) The information set forth in Section 16 ("Certain Regulatory and
Legal Matters") of the Offer to Purchase is incorporated herein by reference.
(d) The information set forth in Section 7 ("Effect of the Offer on Market
for Shares, Nasdaq Listing and Registration Under the Exchange Act"), Section
10 ("Source and Amount of Funds") and Section 16 ("Certain Regulatory and Legal
Matters") of the Offer to Purchase is incorporated herein by reference.
(e) Not applicable.
(f) Reference is hereby made to the Offer to Purchase and the related Letter
of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and
(a)(2), and are incorporated herein by reference in their entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) - Offer to Purchase, dated February 29, 1996.
(a)(2) - Letter of Transmittal, dated February 29, 1996.
(a)(3) - Notice of Guaranteed Delivery.
(a)(4) - Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) - Letter to Clients from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(6) - Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) - Text of Press Release, dated February 27, 1996.
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(a)(8) - Summary Advertisement, dated February 29, 1996.
(a)(9) - Text of Press Release, dated March 14, 1996
(b) - Not Applicable.
(c)(1) - Agreement and Plan of Merger, dated as of February 27, 1996, among the
Company, VSI Acquisition Co., BUSA, and Brady.
(c)(2) - Engagement Letter, dated February 27, 1996, by and among Robert W.
Baird & Co. Incorporated and Brady.
(c)(3) - Scott F. Drill Shareholder Tender Agreement.
(d) - Not Applicable.
(e) - Not Applicable.
(f) - Not Applicable.
(g) - Not Applicable.
8
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 13, 1996
VSI ACQUISITION CO.
BY: /s/ Thomas E. Scherer
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Thomas E. Scherer
BRADY USA, INC.
BY: /s/ Thomas E. Scherer
-------------------------------
Thomas E. Scherer
W. H. BRADY & CO.
BY: /s/ Thomas E. Scherer
-------------------------------
Thomas E. Scherer
9
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. No.
- ------- ----
<S> <C>
(a)(1) - Offer to Purchase, dated February 29, 1996. *
(a)(2) - Letter of Transmittal, dated February 29, 1996. *
(a)(3) - Notice of Guaranteed Delivery. *
(a)(4) - Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *
(a)(5) - Letter to Clients from Brokers, Dealers, Commercial Banks, Trust Companies and *
Other Nominees.
(a)(6) - Guidelines for Certification of Taxpayer Identification Number on Substitute *
Form W-9.
(a)(7) - Text of Press Release, dated February 27, 1996. *
(a)(8) - Summary Advertisement, dated February 29, 1996. *
(a)(9) - Text of Press Release, dated March 14, 1996.
(b) - Not Applicable. *
(c)(1) - Agreement and Plan of Merger, dated as of February 26, 1996, among the Company, *
VSI Acquisition Co., BUSA, and Brady.
(c)(2) - Engagement Letter, dated February 27, 1996 by and among Robert W. Baird & Co. *
Incorporated and Brady.
(c)(3) - Scott F. Drill Shareholder Tender Agreement.
(d) - Not Applicable.
(e) - Not Applicable.
(f) - Not Applicable.
(g) - Not Applicable.
</TABLE>
* Previously filed
10
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EXHIBIT 99.a(9)
[BRADY LETTERHEAD]
FOR: W.H. BRADY CO.
For more information contact:
Donald P. DeLuca (414) 438-6810
FOR IMMEDIATE RELEASE
VARITRONIC SYSTEMS, INC. SHAREHOLDER ENTERS INTO SHAREHOLDER TENDER AGREEMENT
MILWAUKEE, Wis. (March 14, 1996)-- W.H. Brady Co. (Nasdaq: BROCA), an
international manufacturer of industrial identification and safety products,
coated materials and speciality tapes, today announced that it had entered into
a shareholder tender agreement with Varitronic Systems Inc. President Scott F.
Drill providing for the tender of Drill's Varitronic shares in W.H. Brady's
offer for all of the outstanding common stock of Varitronic for $17.50 per
common share in cash.
On February 27, 1996, Brady and Varitronic jointly announced that they
had entered into a merger agreement pursuant to which Brady would make a cash
tender offer for all of Varitronic shares at $17.50 per share and Varitronic
would become an indirect wholly-owned subsidiary of W.H. Brady Co. Brady's
offer commenced on February 29, 1996, and is scheduled to be completed on March
28, 1996.
"We look forward to completing the tender offer and to Varitronic
joining the W.H. Brady Co. family," said Donald P. DeLuca, W.H. Brady Co.
Senior Vice President and Chief Financial Officer.
W.H. Brady Co. employs 2,100 people worldwide and manufactures and
markets more than 30,000 products including high performance labels for circuit
boards, adhesive parts for microfloppy disks, splicing tapes, signs and portable
industrial printing systems, data collection systems and software products. It
serves industrial, commercial, governmental, public utility, telecommunication,
medical, semiconductor, computer and many other markets. The Company has
operations in Canada, Belgium, France, England, Germany, Sweden, Scotland,
Italy, Australia, Singapore, Japan, Hong Kong, South Korea, United States and
New Zealand. Its headquarters are at 6555 W. Good Hope Road, Milwaukee.
<PAGE> 1
EXHIBIT 99.c(3)
SHAREHOLDER TENDER AGREEMENT
This Shareholder Tender Agreement (the "Agreement") is made and
entered into as of the 4th day of March, 1996 by and between W. H. Brady Co.,
a Wisconsin corporation ("Brady"), and Scott F. Drill ("Drill"), a shareholder
of Varitronic Systems, Inc., a Minnesota corporation (the "Company").
WHEREAS, Brady has entered into an Agreement and Plan of Merger with
Brady USA, Inc., a Wisconsin corporation, VSI Acquisition Co., a Minnesota
corporation, and the Company, dated February 27, 1996 (the "Merger Agreement"),
pursuant to which Brady will purchase all of the outstanding shares of the
Company for $17.50 a share in a tender offer and subsequent merger; and
WHEREAS, during February 1996 Brady has raised the offer price for the
Company from $16.00 to $17.50 a share and desires the tender of Drill's shares
in the tender offer, and Drill is willing to tender his shares in the tender
offer at $17.50 per share;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein and the Merger Agreement and for
other consideration, the validity and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Shareholder Tender. Drill agrees to tender by March 15, 1996
to Brady or an affiliate all shares of Common Stock, par value $.01, of the
Company which are outstanding and beneficially owned by Drill, pursuant to the
Offer (as defined in the Merger Agreement) in accordance with the terms and
conditions of the Merger Agreement and to not withdraw such shares.
2. Legality. The parties stipulate and agree that the provisions
contained herein are reasonable and are not known or believed to be in
violation of any federal or state law or regulation. In the event a court of
competent jurisdiction finds any provision contained herein to be illegal or
unenforceable, such court may modify such provision to make it valid and
enforceable. Such modification shall not affect the remainder of this
Agreement, which shall continue at all times to be valid and enforceable.
3. Entire Agreement. This Agreement contains the entire
understanding of the parties relative to the matters contained herein and
therein.
4. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota.
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5. Counterparts. This Agreement may be executed in two
counterparts, manually or in facsimile, each of which shall be deemed to be an
original, but both of which, taken together, shall constitute one and the same
instrument.
6. Amendments; Waiver. This Agreement may be amended by the
parties hereto and the terms and conditions hereof may be waived only by an
instrument in writing signed on behalf of each of the parties hereto, or, in
the case of a waiver, by an instrument signed on behalf of the party waiving
compliance.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
/s/: Scott F. Drill
------------------------
Scott F. Drill
W. H. BRADY CO.
By: /s/: Donald P. DeLuca
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Its: Sr. Vice President and CFO
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