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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 24, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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PMC INTERNATIONAL, INC.
(NAME OF SUBJECT COMPANY)
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PMC INTERNATIONAL, INC.
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
PREFERRED STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
COMMON STOCK: 693437-40-2
PREFERRED STOCK: 693437-20-4
(CUSIP NUMBER OF CLASSES OF SECURITIES)
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MAUREEN E. DOBEL, ESQ.
GENERAL COUNSEL
PMC INTERNATIONAL, INC.
555 17TH STREET, 14TH FLOOR
DENVER, CO 80202
(303) 292-1177
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF
OF THE PERSON FILING STATEMENT)
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WITH A COPY TO:
FRANCIS R. WHEELER, ESQ.
HOLME ROBERTS & OWEN LLP
1700 LINCOLN STREET, SUITE 4100
DENVER, CO 80203
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INTRODUCTION
This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") filed by PMC International,
Inc., a Colorado corporation (the "Company"), relating to the tender offer by
The Ziegler Companies, Inc., a Wisconsin corporation, and its wholly owned
subsidiary ZACQ Corp., a Colorado corporation, to purchase all outstanding
shares (including scrip) of Common Stock, par value $0.1 per share, and all
outstanding shares of Preferred Stock, without par value, of the Company.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
The response to Item 4 of the Schedule 14D-9 is hereby amended and
supplemented by adding the following paragraph under "(b) Background of the
Merger and the Offer."
The $2.50 per Preferred Share conversion and exercise price applicable to the
$500,000 promissory note issued by the Company to Parent on October 15, 1998
and the Preferred Stock Option Agreement dated October 15, 1998 between the
Company and Parent, respectively, is the initial liquidation preference of the
Preferred Shares that would be issued to Parent upon conversion or exercise, as
the case may be. The liquidation preference of the Company's outstanding
Preferred Shares that are the subject of the Offer is equal to $2.50 per share
plus accrued and unpaid dividends, which totalled approximately $2.33 per
Preferred Share as of September 30, 1998. Thus, the liquidation preference of
the Company's outstanding Preferred Shares as of September 30, 1998 was
approximately $4.83 per share. As of September 30, 1998, the Company did not
have sufficient assets available to pay this amount upon liquidation at its
then existing book value. The Company has not paid a dividend to holders of
Preferred Shares since July 15, 1991, and does not currently have sufficient
assets available to pay any dividends.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
The response to Item 9 of the Schedule 14D-9 is hereby amended by adding the
following new exhibit:
Exhibit A-4 Letter to Holders of Common Stock (including scrip) and
Preferred Stock of PMC International, Inc., The Ziegler
Companies, Inc. and ZACQ Corp. dated November 23, 1998.
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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.
PMC International, Inc.
/s/ Scott A. MacKillop
By: _________________________________
Name: Scott A. MacKillop
Title: President
Dated: November 23, 1998
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<PAGE>
Exhibit 99.A4
November 23, 1998
To the Holders of Common Stock (including scrip)
and Preferred Stock of PMC International, Inc.
Pursuant to the Offer to Purchase, dated November 9, 1998 (the "Offer to
Purchase"), and the Letter of Transmittal, dated November 9, 1998 (the "Letter
of Transmittal"), ZACQ Corp., a Colorado corporation (the "Offeror") and a
wholly-owned subsidiary of the Ziegler Companies, Inc., a Wisconsin
corporation (the "Parent"), is offering to purchase all outstanding shares
(including scrip) of Common Stock, par value $.01 per share (the "Common
Shares") and all outstanding shares of Preferred Stock, no par value per share
(the "Preferred Shares") (collectively, the Common Shares and the Preferred
Shares are referred to as the "Shares"), of PMC International, Inc., a
Colorado corporation, (the "Company"), at a purchase price of $0.60 per Common
Share, net to the seller in cash, without interest thereon, and $2.50 per
Preferred Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase and the
Letter of Transmittal. Shareholders of the Company should carefully consider
the following additional information contained in this supplemental letter in
deciding whether to tender their Shares. This supplemental letter (as may be
supplemented or amended), excluding the portion of this letter, as indicated
below, that supplements the Company's Solicitation/Recommendation Statement on
Schedule 14D-9, together with the Offer to Purchase and the Letter of
Transmittal constitute the "Offer".
SEPTEMBER 30, 1998 RESULTS
Set forth below is certain summary consolidated financial data with respect
to the Company excerpted or derived from financial information contained in
the Company's quarterly report on Form 10-QSB for the quarter ended September
30, 1998. More comprehensive financial information is included in such report
filed by the Company with the Securities and Exchange Commission (the
"Commission") on November 16, 1998, and the following summary is qualified in
its entirety by reference to such report and all the financial information
(including any related notes) contained therein. The Company's quarterly
report is available for inspection and copying at the offices of the
Commission in the same manner as described in Section 8 of the Offer to
Purchase.
PMC INTERNATIONAL, INC.
SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED ENDED SEPTEMBER
SEPTEMBER 30, 30,
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1998 1997 1998 1997
------- ------ -------- -------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Total revenue............................ $ 5,143 $3,204 $ 16,015 $ 9,056
Net loss................................. (8,957) (770) (11,662) (2,082)
Net loss per Common Share................ $ (1.87) $(0.21) $ (2.42) $ (0.58)
</TABLE>
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
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(UNAUDITED)
<S> <C> <C>
BALANCE SHEET DATA:
Total Assets....................................... $ 4,817 $13,376
Total Liabilities.................................. 9,589 4,495
Shareholders' Equity............................... (4,772) 8,882
</TABLE>
During the quarter ended September 30, 1998, the Company recorded poor
operating results primarily from (1) recurring losses from ongoing operating
activities which have not been profitable, (2) restructuring charges
<PAGE>
in connection with the Company's 1998 corporate restructuring and (3) write
down of goodwill associated with the Company's acquisition of PMC Investment
Services, Inc. (formerly ADAM Investment Services, Inc.). The net loss for the
third quarter was $8,956,509. The loss included one time charges such as:
<TABLE>
<S> <C>
Write down of goodwill/capitalized costs...................... $5,900,000
Severance/employee separation costs........................... 1,000,000
Write down of receivables..................................... 350,000
Termination of Atlanta lease.................................. 100,000
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$7,350,000
==========
</TABLE>
A more detailed discussion of the Company's operating results for the
quarter ended September 30, 1998 is contained in the Company's report on Form
10-QSB for the quarter ended September 30, 1998, and the above summary is
qualified in its entirety by reference to such filing.
The Offer and withdrawal rights will expire at 5:00 p.m. Eastern Time, on
Thursday, December 10, 1998, unless extended. Any shareholder desiring to
tender Shares (including scrip) must tender such Shares pursuant to the
procedures set forth in Section 3 of the Offer to Purchase.
SUPPLEMENT TO THE COMPANY'S SCHEDULE 14D-9
The Company supplements the disclosures under Item 4(b) of its
Solicitation/Recommendation Statement on Schedule 14D-9 as follows:
The $2.50 per Preferred Share conversion and exercise price applicable to
the $500,000 promissory note issued by the Company to Parent on October 15,
1998 and the Preferred Stock Option Agreement dated October 15, 1998 between
the Company and Parent, respectively, is the initial liquidation preference of
the Preferred Shares that would be issued to Parent upon conversion or
exercise, as the case may be. The liquidation preference of the Company's
outstanding Preferred Shares that are the subject of the Offer is equal to
$2.50 per share plus accrued and unpaid dividends, which totalled
approximately $2.33 per Preferred Share as of September 30, 1998. Thus, the
liquidation preference of the Company's outstanding Preferred Shares as of
September 30, 1998 was approximately $4.83 per share. As of September 30,
1998, the Company did not have sufficient assets available to pay this amount
upon liquidation at its then existing book value. The Company has not paid a
dividend to holders of Preferred Shares since July 15, 1991, and does not
currently have sufficient assets available to pay any dividends.
PMC International, Inc.
ZACQ Corp.
The Ziegler Companies, Inc.
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<PAGE>
THE DEPOSITARY FOR THE OFFER IS:
FIRSTAR BANK MILWAUKEE, N.A., F/K/A FIRSTAR TRUST COMPANY
By Mail: By Hand: By Overnight Courier:
FIRSTAR BANK MILWAUKEE, N.A.
Corporate Trust Services Corporate Trust Services Corporate Trust Services
Box 2077 1555 North River Center 1555 North River Center
Milwaukee, WI 53201 Drive Drive
Suite 301 Suite 301
Milwaukee, WI 53212 Milwaukee, WI 53212
or
c/o IBJ Schroder Bank & Trust Company
Subcellar 1
One State Street
New York, New York 10004
Facsimile for Eligible Institutions: (414) 905-5049
To confirm fax only: (414) 287-3905
Any questions or requests for assistance or additional copies of the Offer
to Purchase and the Letter of Transmittal and Notice of Guaranteed Delivery
may be directed to the Information Agent at the telephone numbers and location
listed below. Shareholders may also contact their broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
GEORGESON
& COMPANY INC.
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Wall Street Plaza
New York, New York 10005
Bankers and Brokers call collect:
(212) 440-9800
All Others Call Toll-Free:
1-800-223-2064
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