SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
NUVISION, INC.
(Name of Subject Company)
NUVISION, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, Par Value $0.50 PER SHARE
(Title of Class of Securities)
670923 10 1
(CUSIP Number of Class of Securities)
Jonathan E. Raven, President
NuVision, Inc.
2284 South Ballenger
Flint, MI 48501
(810) 767-0900
(Name, address and telephone number of person authorized
to receive notice and communications on
behalf of the person(s) filing statement)
with a copy to:
Paul R. Rentenbach
Dykema Gossett PLLC
400 Renaissance Center
Detroit, MI 48243
(313) 568-6973
<PAGE>
This amendment is being filed to include a revised opinion of
Legg Mason Wood Walker, Incorporated as Exhibit 6.2 hereto. No
other items of this Schedule 14D-9 are being amended.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION
Exhibit 6.2 *Opinion of Legg Mason Wood Walker, Incorporated,
dated April 27, 1995
* Filed herewith
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.
Dated: May 26, 1995
NuVISION, INC.
By: /S/ JONATHAN E. RAVEN
Jonathan E. Raven, President
EXHIBIT 6.2
Legg Mason Wood Walker, Incorporated
Suite 1100, 1735 Market Street
Philadelphia, PA 19103
215-496-8300 FAX: 215-568-2031
April 27, 1995
EXTREMELY CONFIDENTIAL
Board of Directors
NuVision, Inc.
2284 So. Ballenger Highway
P.O. Box 2600
Flint, Michigan 48501
Gentlemen:
We understand that NuVision, Inc. ("NuVision") has received an
offer from American Vision Centers, Inc., or its affiliates
(collectively, "AVC"), pursuant to which the stockholders of
NuVision would receive $7.60 per share in cash (the "Transaction").
The April 26, 2995 draft Agreement and Plan of Merger, dated as of
April 27, 1995 between NuVision, AVC and AVC's affiliate, NI
Acquiring Corp. (the "Merger Agreement") provides, among other
things, that AVC will promptly commence a cash tender offer for all
the outstanding shares of NuVision at $7.60 per share, in cash, to
be followed as soon as practicable by the merger of NuVision in
which each Nuvision common share not purchased in the Tender Offer
will be converted into the right to receive $7.60 in cash.
You have asked us to render our opinion as investment bankers
as to whether the consideration to be received by the public
stockholders of NuVision is fair, from a financial point of view,
to such stockholders.
For purposes of rendering this opinion, we have:
1. reviewed the Merger Agreement;
2. reviewed NuVision's Annual Report to
Shareholders and annual reports on Form 10-K
for the fiscal years ended December 31, 1990
through 1994;
3. reviewed certain operating and financial
information, including projections, provided
to us by management relating to NuVision's
business and prospects;
4. met with certain members of NuVision's senior
management to discuss its operations,
historical financial statements and future
prospects;
5. visited NuVision's headquarters and one of its
stores in Flint, Michigan;
6. reviewed the historical stock prices and
trading volume of the common shares of
NuVision;
7. reviewed publicly available financial data and
stock market performance data of public
companies which we deemed generally comparable
to NuVision;
8. reviewed publicly available financial data
relating to merger and acquisition
transactions we deemed generally comparable to
the Transaction; and
9. conducted such other studies, analyses,
inquiries and investigations and considered
such other financial, economic and market
criteria as we deemed appropriate.
In the course of our review, we have relied upon and assumed,
without independent verification, the accuracy and completeness of
the financial and other information provided to us by management,
and we have further relied upon the assurances of management that
they are unaware of any facts that would make the information
provided to us incomplete or misleading. With respect to financial
forecasts and other information provided to or otherwise discussed
with us, we assumed that such forecasts and other information were
reasonably prepared on bases reflecting the best currently
available estimates and judgments of the management of NuVision as
to the expected future financial performance of Nuvision. In
arriving at our opinion we have not performed or obtained any
independent appraisal of the assets or liabilities (contingent or
otherwise) of NuVision. We were not requested to, and did not,
solicit third party indications of interest in acquiring all or any
part of NuVision. Our opinion is necessarily based upon financial,
stock market and other conditions and circumstances existing and
disclosed to us as of the date hereof.
The opinion expressed herein is provided for the use of the
Board of Directors in its evaluation of the proposed Transaction.
Our opinion may not be published or otherwise used or referred to,
nor shall any public reference to Legg Mason be made, without our
prior written consent.
Based on and subject to the foregoing, our experience as
investment bankers, our work as described above and other factors
we deemed relevant, it is our opinion as investment bankers that,
as of the date hereof, the consideration to be received by the
public stockholders of NuVision is fair, from a financial point of
view, to such stockholders.
/S/ LEGG MASON WOOD WALKER, INCORPORATED
