SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
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SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
(Name of Subject Company)
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
(Names of Person Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(INCLUDING THE ASSOCIATED COMMON SHARE PURCHASE RIGHTS)
(Title of Class of Securities)
03070M 10 0
(Cusip Number of Class of Securities)
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CHARLES R. FOLEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
168 LOUIS CAMPAU PROMENADE, SUITE 400
GRAND RAPIDS, MICHIGAN 49503
(616) 336-9400
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the person(s) filing statement)
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With a Copy to:
WILLIAM R. KUNKEL, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 407-0700
INTRODUCTION
Ameriwood Industries International Corporation ("Ameriwood")
hereby amends and supplements its Solicitation/Recommendation Statement on
Schedule 14D-9, as filed on April 3, 1998 (the "Schedule 14D-9"), with
respect to the tender offer made by Horizon Acquisition, Inc.
("Purchaser"), a wholly-owned subsidiary of Dorel Industries, Inc.
("Parent"), for all of the outstanding Shares. Capitalized terms not
defined herein have the meanings assigned thereto in the Schedule 14D-9.
Item 8 of the Schedule 14D-9 is hereby amended and
supplemented by adding the following:
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
(d) Regulatory Filing. Pursuant to Section 6.9 of the Merger
Agreement, on April 7, 1998, Parent filed a Notification and Report Form
with respect to the Offer under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), and on April 13,
1998, Ameriwood filed its Notification and Report Form with respect to the
Offer under the HSR Act. On April 15, 1998 the Federal Trade Commission's
Premerger Notification Office advised Ameriwood that early termination of
the applicable waiting period under the HSR Act with respect to the Offer
had been granted.
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: April 17, 1998 AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
By: /S/ CHARLES R. FOLEY
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Name: Charles R. Foley
Title: President and Chief Executive Officer
