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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
CIMCO, INC.
(Name of Subject Company)
CIMCO, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
171842107
(CUSIP NUMBER OF CLASS OF SECURITIES)
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RUSSELL T. GILBERT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
265 BRIGGS AVENUE
COSTA MESA, CALIFORNIA 92626
(714) 546-4460
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
On Behalf of the Person(s) Filing Statement)
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Copies To:
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NICK E. YOCCA, ESQ. JAMES W. HAMILTON, ESQ. LYLE G. GANSKE, ESQ.
BEN A. FRYDMAN, ESQ. PAUL, HASTINGS, JANOFSKY & WALKER BENJAMIN G. LOMBARD, ESQ.
NICHOLAS J. YOCCA, ESQ. 695 TOWN CENTER DRIVE PATRICK J. LEDDY, ESQ.
STRADLING, YOCCA, CARLSON & RAUTH COSTA MESA, CALIFORNIA 92626 JONES, DAY, REAVIS & POGUE
660 NEWPORT CENTER DRIVE, SUITE 1600 (714) 668-6230 901 LAKESIDE AVENUE
NEWPORT BEACH, CALIFORNIA 92660 CLEVELAND, OHIO 44114
(714) 725-4000 (216) 586-3939
</TABLE>
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This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended by
Amendment No. 1 filed January 5, 1996, the "Schedule 14D-9") filed with the
Securities and Exchange Commission on December 27, 1995, by CIMCO, Inc., a
Delaware corporation (the "Company"). The Schedule 14D-9 relates to a tender
offer (the "Offer") by Hanwest, Inc., a Delaware corporation (the "Purchaser"),
which is a wholly-owned subsidiary of M.A. Hanna Company, a Delaware
corporation (the "Parent"), for all of the outstanding shares of Common Stock,
par value $.01 per share (including the associated Rights to purchase Series A
Participating Preferred Stock under the Company's Rights Agreement dated
December 5, 1992, as amended) for $10.50 per share in cash. The purpose of this
Amendment No. 2 is to amend and supplement Items 8 and 9 of the Schedule 14D-9,
as set forth below. All capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On January 17, 1996, a certain form concerning notice of the Merger and
its effects has first been sent, given or published to persons who are
holders of options to purchase the Company's Common Stock.
Such form is included as an Exhibit hereto and incorporated herein by
reference.
The waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act") applicable to the consummation of the
Offer and the Merger expired on January 17, 1995.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(4) Form of Letter to Holders of Options to Purchase Shares of the
Company's Common Stock.*
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* Included in copies mailed to holders of options to purchase shares of
the Company's Common Stock.
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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.
CIMCO, INC.
RUSSELL T. GILBERT
Date: January 19, 1996 Name: Russell T. Gilbert
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.(a)(4) Form of Letter to Holders of Options to Purchase the Company's
Common Stock.
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EXHIBIT 99.(a)(4)
January 16, 1996
To Holders of Options to Purchase
Shares of the Company's Common Stock:
Dear Sir or Madam:
As you may know, CIMCO, Inc. (the "Company") has entered into an
Agreement and Plan of Merger (the "Merger Agreement") with M.A. Hanna Company
("Hanna"), pursuant to which a subsidiary of Hanna has commenced a tender offer
for all of the outstanding Common Stock of the Company for $10.50 per share.
Pursuant to the Merger Agreement, upon the successful completion of the tender
offer, a subsidiary of Hanna will merge with and into the Company and, as a
result, the Company will become a wholly- owned subsidiary of Hanna (the
"Merger"). In the Merger, all outstanding shares of Common Stock of the
Company not owned by Hanna or its affiliates will be converted into the right
to receive $10.50 cash, without interest thereon.
AT A MEETING HELD ON DECEMBER 19, 1995, THE BOARD OF DIRECTORS OF THE
COMPANY UNANIMOUSLY APPROVED THE MERGER AND DETERMINED THAT THE MERGER WAS FAIR
TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY.
Hanna will not be assuming your options nor issuing options in
substitution therefor. As a result, and in accordance with the terms of the
plan or agreement under which your options were granted and the Merger
Agreement, your options will be accelerated and you will have the opportunity,
by completing and returning to the Company the enclosed Acceptance Form, to
receive the "spread" on your options, less withholding taxes, if applicable.
Specifically, in order to allow holders of options to participate in the Merger
without having to pay the exercise price under their options, the Merger
Agreement provides that all options to purchase Common Stock of the Company
will become fully vested and immediately exercisable prior to the Merger and
that each holder of options will be allowed to tender his or her options to the
Company in return for cash equal to the product of (a) the difference between
$10.50 and the exercise price of such holder's options, and (b) the number of
Shares of Common Stock of the Company covered by such options, less any
withholding taxes, if applicable.
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Accordingly, you are being asked to sign and return the enclosed
Acceptance Form. If you hold more than one Stock Option Agreement, you should
be sure that the Acceptance Form refers to each such Agreement.
TO ENSURE THAT THE MERGER PROCEEDS AS SCHEDULED, YOU ARE ASKED TO HAND
DELIVER OR FAX YOUR ACCEPTANCE FORM TO JENNIFER SHEA AT THE COMPANY (FAX NO.
714-549-1167) BY TUESDAY, JANUARY 23, 1996. THE EFFECTIVE TIME OF THE MERGER
IS CURRENTLY ANTICIPATED TO OCCUR ON OR AFTER JANUARY 27, 1996. IF THE MERGER
OCCURS, AND THE COMPANY HAS NOT RECEIVED YOUR ACCEPTANCE FORM(S), THE ABILITY
TO EXCHANGE YOUR OPTIONS FOR THE "SPREAD" MAY BE LOST.
Please note that unless and until the Merger is consummated, you will
continue (subject to the terms of your options and your Stock Option Agreement)
to be an option holder of the Company, and the Company will not be obligated to
pay the amount set forth above.
If you have any questions regarding these matters, please call the
undersigned at the Company at (714) 546-4460, extension 218.
Sincerely,
Jennifer Shea,
Vice President -
Adminstration
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ACCEPTANCE FORM
In anticipation of the merger between CIMCO, Inc., a Delaware
corporation (the "Company"), and Hanwest, Inc. ("Hanwest"), a Delaware
corporation and subsidiary of M.A. Hanna Company, a Delaware corporation
("Hanna"), the undersigned, _______________________ ("Optionee"), hereby agrees
to the cancellation by the Company of Optionee's Incentive or Nonqualified
Stock Option identified below (the "Option"). Optionee hereby represents and
warrants to the Company that the Option is as described below. Optionee agrees
not to exercise the Option (or any portion thereof) after the date hereof until
this Acceptance Form is expressly revoked by the Optionee in writing received
by the Company prior to the Payment or the Merger. Tender of this Acceptance
Form shall be deemed the tender of the Option for purposes of the plan under
which the Option was granted and the Merger Agreement between the Company and
Hanna. As full payment for the cancellation of the Option, Optionee shall
receive from the Company an amount in cash equal to the product of (a) the
difference between $10.50 and the exercise price of the Option, and (b) the
number of Shares of Common Stock of the Company covered by the Option, less any
withholding taxes, if applicable (the "Payment"). Optionee acknowledges that
if the Company does not merge with Hanwest, then the Option shall remain in
effect (subject to the terms thereof) and the Company shall in no way be
obligated to pay the Payment.
Optionee acknowledges that all appropriate federal, state and other tax
withholdings will be deducted from the Payment. Optionee shall be solely
responsible for all income taxes relating to the Payment. By agreeing to the
cancellation of the Option, Optionee waives any right to any notices under the
Option or the plan under which the Option was granted including, without
limitation, notices of termination of the plan or of acceleration of the
Option, and consents to the termination of such plan. Upon delivery of the
Payment to the address set forth below, or directly to Optionee, Optionee
agrees that Optionee shall have no further rights under the Option and that the
Option shall be null and void and of no further effect.
Address:__________________________ _________________________________
SIGNATURE
_________________________________ _________________________________
PRINT NAME
_________________________________
DATE
OPTIONS(S) COVERED BY THE FOREGOING ACCEPTANCE FORM:
GRANT DATE NUMBER OF SHARES EXERCISE PRICE
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