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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 1
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
DEFIANCE, INC.
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(Name of Subject Company)
DN ACQUISITION CORPORATION
an indirect wholly-owned
subsidiary of
THE GENERAL CHEMICAL GROUP INC.
(Bidders)
Common Stock, Par Value $0.05 per Share
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(Title of Class of Securities)
244662-10-2
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(CUSIP Number of Class of Securities)
TODD M. DUCHENE, SECRETARY
DN ACQUISITION CORPORATION
LIBERTY LANE
HAMPTON, NEW HAMPSHIRE 03842
(603) 926-5911
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications On Behalf of Bidders)
COPY TO:
RALPH ARDITI, ESQ.
DEBEVOISE & PLIMPTON
875 THIRD AVENUE
NEW YORK, NY 10022
(212) 909-6000
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This Amendment No. 1 amends and supplements the information set forth in
the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") filed by DN
Acquisition Corporation, New Hampshire Oak, Inc. and The General Chemical Group
Inc. ("General Chemical Group") on January 13, 1999, with respect to shares of
common stock, par value $0.05 per share, of Defiance, Inc. (the "Company").
Unless otherwise indicated, the capitalized terms used herein shall have the
meanings specified in the Schedule 14D-1, including the Offer to Purchase filed
as Exhibit (a)(1) thereto.
ITEM 10. ADDITIONAL INFORMATION
The response to Item 10 is hereby amended by the addition of the following
paragraph after the final sentence of Item 10:
On January 23, 1999, the Hart-Scott-Rodino waiting period with respect to
the Merger expired without a request for additional information or documentary
material having been received by General Chemical Group from either the
Antitrust Division or the FTC.
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SIGNATURE
After due 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: January 26, 1999
DN ACQUISITION CORPORATION
By: /s/Michael R. Herman
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Name: Michael R. Herman
Title: Vice President and Treasurer
NEW HAMPSHIRE OAK, INC.
By: /s/Ralph M. Passino
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Name: Ralph M. Passino
Title: Vice President and Assistant Treasurer
THE GENERAL CHEMICAL GROUP INC.
By: /s/Ralph M. Passino
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Name: Ralph M. Passino
Title: Vice President and Chief Financial
Officer
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