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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 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
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This Amendment No. 3 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed by CIMCO, Inc., a Delaware corporation (the
"Company") with the Securities and Exchange Commission on December 27, 1995 and
amended by Amendment No. 1 and Amendment No. 2 that were filed on January 5,
1996 and January 22, 1996, respectively (the "Schedule 14D-9"). 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. 3 is to amend and supplement Items 4 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 4. THE SOLICITATION OR RECOMMENDATION.
On January 23, 1996, PaineWebber amended the Fairness Opinion, which it had
delivered to the Board of Directors of the Company on December 19, 1995, by
deleting the word "solely" from the statement in the Fairness Opinion that the
"opinion has been prepared solely for the use of the Board of Directors of the
Company ....." In the Fairness Opinion, as so amended, the statement now reads
as follows:
"This opinion has been prepared at the request and for the use of
the Board of Directors of the Company and shall not be reproduced,
summarized, described or referred to, or given to any other person or
otherwise made public without the prior written consent of PaineWebber
Incorporated; provided, however, that this letter may be reproduced in
full in the Schedule 14D-9 to be filed with the Securities and
Exchange Commission in connection with the Offer."
In all other respects, the Fairness Opinion is unchanged. A copy of the
Fairness Opinion, as so amended, is attached hereto as Exhibit (c)(13) to this
Amendment No. 3 to the Schedule 14D-9.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
99.(c)(13) Amended Fairness Opinion issued by PaineWebber Incorporated.
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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 24, 1996 Name: Russell T. Gilbert
Title: President and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99.(c)(13) Amended Fairness Opinion issued by PaineWebber Incorporated.
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EXHIBIT 99.(C)(13)
INVESTMENT BANKING DIVISION
PaineWebber Incorporated
725 South Figueroa Street
Suite 4100
Los Angeles, CA 90017
213 972-1787
PAINEWEBBER LOGO
December 19, 1995
Board of Directors
CIMCO, Inc.
265 Briggs Avenue
Costa Mesa, California 92626
Gentlemen:
CIMCO, Inc. ("CIMCO" or the "Company") proposes to enter into an Agreement
and Plan of Merger (the "Agreement") with M.A. Hanna Company ("Parent") and
Hanwest, Inc., a wholly owned subsidiary of Parent ("Purchaser"). Pursuant to
the Agreement: (i) Purchaser will make a tender offer (the "Offer") for all of
the outstanding shares of common stock, par value $.01 per share ("Common
Stock") of the Company at $10.50 per share in cash (the "Consideration") and
(ii) following completion of the Offer, each issued and outstanding share of
Common Stock (other than shares owned by Parent and its affiliates) will be
converted in a merger (the "Merger" and, together with the Offer, the
"Transaction") solely into the right to receive the Consideration.
You have asked us whether or not, in our opinion, the Consideration is
fair, from a financial point of view, to the holders of Common Stock (other than
Parent and its affiliates).
In arriving at the opinion set forth below, we have, among other things:
(1) Reviewed, among other public information, the Company's Annual Reports,
Forms 10-K and related financial information for the three fiscal years
ended April 30, 1995, the Company's Form 10-Q, the related unaudited
financial information for the three months ended July 31, 1995, and
preliminary unaudited financial information for the six months ended
October 31, 1995 provided by management;
(2) Reviewed certain information, including financial forecasts for the
fiscal year ending April 30, 1996, relating to the business, earnings,
cash flow, assets and prospects of the Company, furnished to us by the
Company;
(3) Conducted discussions with members of senior management of the Company
concerning its businesses and prospects and conducted site visits of
certain CIMCO facilities;
(4) Reviewed the historical market prices and trading activity for the
Common Stock and compared such price and trading history with that of
certain other publicly traded companies which we deemed relevant;
(5) Compared the financial position and operating results of the Company
with those of certain other publicly traded companies which we deemed
relevant;
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(6) Reviewed the proposed financial terms of the Transaction and compared
such terms with the financial terms of certain other mergers and
acquisitions which we deemed relevant;
(7) Reviewed the draft Merger Agreement dated December 12, 1995; and
(8) Reviewed such other financial studies and analyses and performed such
other investigations and took into account such other matters as we
deemed appropriate, including our assessment of general economic,
market and monetary conditions.
In preparing our opinion, we have relied on the accuracy and completeness
of all information that was publicly available or supplied or otherwise
communicated to us by or on behalf of the Company, and we have not assumed any
responsibility for independent verification of such information or undertaken an
independent evaluation or appraisal of the assets or liabilities (contingent or
otherwise) of the Company and have assumed that all material assets and
liabilities (contingent or otherwise, known or unknown) are as set forth on the
Company's financial statements. We have assumed that the financial forecasts
examined by us were reasonably prepared on bases reflecting the best currently
available estimates and good faith judgments of the Company's management as to
the future performance of the Company. We understand that financial forecasts
relating to periods after fiscal year 1996 have not been, and will not be,
prepared by the Company's management. Accordingly, with your consent, in
connection with our opinion we have not conducted certain analyses, including
discounted cash flow analysis, which would require such long-term forecasts, and
our opinion is necessarily limited thereby. We have, at the request of the
Company, solicited third party indications of interest with respect to the
acquisition of all or a portion of the Company. Our opinion is based on
regulatory, economic, monetary and market conditions existing on the date
hereof.
Our opinion is directed to the Board of Directors and does not constitute a
recommendation to any shareholder of the Company as to whether or not any such
shareholder should tender his or her shares pursuant to the Offer or approve the
Merger. Our opinion does not address the relative merits of the Transaction and
any other potential transactions or business strategies discussed by the Board
of Directors of the Company or the Special Committee thereof as alternatives to
the Transaction or the decision of the Board of Directors of the Company to
proceed with the Transaction.
This opinion has been prepared at the request and for the use of the Board
of Directors of the Company and shall not be reproduced, summarized, described
or referred to, or given to any other person or otherwise made public without
the prior written consent of PaineWebber Incorporated; provided, however, that
this letter may be reproduced in full in the Schedule 14D-9 to be filed with the
Securities and Exchange Commission in connection with the Offer.
PaineWebber Incorporated is currently acting as financial advisor to the
Special Committee of the Board of Directors of the Company and will receive a
fee upon delivery of this opinion and upon consummation of the Offer.
In the ordinary course of our business, we may trade the securities of the
Company for our own account and for the accounts of our customers and,
accordingly, may at any time hold long or short positions in such securities.
On the basis of, and subject to the foregoing, we are of the opinion that,
as of the date hereof, the Consideration is fair, from a financial point of
view, to the holders of Common Stock (other than Parent and its affiliates).
Very truly yours,
PAINEWEBBER INCORPORATED
