<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 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. 2 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, VSI Acquisition Co., an indirect wholly-owned
subsidiary of W. H. Brady Co., reports that by April 3, 1996 it has purchased
2,297,532 shares of Varitronic Systems, Inc. pursuant to the tender offer.
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CUSIP No. 104674-10-6 SCHEDULE 14D-1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 VSI ACQUISITION CO.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) /x/
(b) / /
SEC USE ONLY
3
SOURCES OF FUNDS*
4 WC (FROM PARENT)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)
5 / /
CITIZENSHIP OR PLACE OF ORGANIZATION
6 MINNESOTA
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 2,297,532
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES*
8 / /
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
9 99%
TYPE OF REPORTING PERSON*
10 CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 104674-10-6 SCHEDULE 14D-1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 BRADY USA, INC.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) /x/
(b) / /
SEC USE ONLY
3
SOURCES OF FUNDS*
4 WC (FROM PARENT)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f)
5 / /
CITIZENSHIP OR PLACE OF ORGANIZATION
6 WISCONSIN
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7 -0- (EXCLUSIVE OF THE SHARES OWNED BY VSI ACQUISITION CO.,
A WHOLLY-OWNED SUBSIDIARY AND THE OPTION HELD BY
W. H. BRADY CO.)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES*
8 / /
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
9 0%
TYPE OF REPORTING PERSON*
10 CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 104674-10-6 SCHEDULE 14D-1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 W. H. BRADY CO.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) /x/
(b) / /
SEC USE ONLY
3
SOURCES OF FUNDS*
4 WC
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f)
5 / /
CITIZENSHIP OR PLACE OF ORGANIZATION
6 WISCONSIN
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7
-0- (EXCLUSIVE OF THE OPTION DESCRIBED IN THE OFFER TO
PURCHASE AND THE SHARES OWNED BY VSI ACQUISITION CO.,
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF W. H. BRADY CO.)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES*
8 / /
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
9 0%
TYPE OF REPORTING PERSON*
10 CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 Offerer") 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 Office and Merger;
Plans for the Company") of the Offer to Purchase is incorporated herein by
reference.
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ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a)-(c) The information set forth in the Introduction and Section 19
("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.
In addition, Brady states that it owns five shares of Company common stock,
acquired more than three 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
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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.
(a)(8) -- Summary Advertisement, dated February 29, 1996.
(a)(9) -- Text of Press Release, dated March 15, 1996
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(a)(10) -- Text of Press Release, dated March 29, 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.
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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: April 3, 1996
VSI ACQUISITION CO.
By: /s/ Donald P. DeLuca
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Donald P. DeLuca
BRADY USA, INC.
By: /s/ Donald P. DeLuca
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Donald P. DeLuca
W. H. BRADY CO.
By: /s/ Donald P. DeLuca
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Donald P. DeLuca
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
No. No.
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<S> <C> <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 *
(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 *
(a)(10) Text of Press Release, dated March 29, 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
</TABLE>
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* Previously filed.
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[BRADY LETTERHEAD]
For more information contact:
Donald P. DeLuca
(414)438-6018
For Immediate Release
W.H. BRADY CO. ANNOUNCES ACCEPTANCE OF TENDERS FOR VARITRONIC SYSTEMS, INC.
MILWAUKEE, Wis. (March 29, 1996)--W.H. Brady Co. today announced that it has
received and accepted tenders in excess of 97 percent for Varitronic Systems,
Inc., pursuant to Brady's tender offer made on February 29, 1996, which expired
at midnight Central Time on March 28, 1996.
Varitronic, headquartered in Minneapolis, develops, manufactures and
markets supply-consuming lettering, labeling, signage and presentation systems
which enhance the quality, professionalism and effectiveness of a wide range of
communication. It also offers a broad range of consumable supplies and
accessories which are used with all of its products.
"We are very pleased with the acceptance of our offer and look forward
to the successful integration of Varitronic into the Brady family," said
Katherine M. Hudson, president and chief executive officer of W.H. Brady Co.
Brady expects the merger will be completed as promptly as practicable.
W.H. Brady Co., headquartered in Milwaukee, manufactures and markets
more than 30,000 stock and custom products including high-performance labels;
precision adhesive parts for semiconductors, hard disk drives and microfloppy
disks; safety devices; pipe markers; sign; software; and industrial printing
and labeling systems. The company has manufacturing operation in Singapore,
Japan, Australia, Belgium, England, Canada, Scotland and the United States and
has sales/customer services offices in Hong Kong, South Korea, Italy, Sweden,
France, Germany and New Zealand. It employs more than 2,100 people worldwide.
