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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ARMOR ALL PRODUCTS
CORPORATION
(Name of Subject Company)
ARMOR ALL PRODUCTS
CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
042256 10 7
(CUSIP Number of Class of Securities)
KENNETH M. EVANS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
6 LIBERTY
ALISO VIEJO, CALIFORNIA 92656-3829
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person(s) filing statement).
WITH A COPY TO:
KENTON J. KING, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR EMBARCADERO CENTER
SAN FRANCISCO, CALIFORNIA 94111
415-984-6400
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") filed with the Securities and
Exchange Commission on December 2, 1996 by Armor All Products Corporation, a
Delaware corporation ("Armor All"), relating to the offer by Shield Acquisition
Corporation to purchase all outstanding shares of Common Stock, par value $0.01
(the "Shares") of Armor All, at a price of $19.09 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated December 2, 1996 (the "Offer to Purchase") and the related Letter
of Transmittal.
Item 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 10 to Schedule 14D-9 filed on December 2, 1996 is hereby substituted
in its entirety with Exhibit 10 included herein and attached hereto.
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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.
Dated: December 16, 1996
By: /s/ Michael McCafferty
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Michael McCafferty
EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
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INVESTMENT BANKING DIVISION
PaineWebber Incorporated
1283 Avenue of the Americas
New York, NY 10019
212 713-2000
PaineWebber Incorporated
November 26, 1996
Board of Directors
Armor All Products Corporation
6 Liberty
Aliso Viejo, CA 92656
Madame and Gentlemen:
Armor All Products Corporation, a Delaware corporation ("Armor All" or the
"Company"), The Clorox Company, a Delaware corporation (the "Acquiring
Company"), and Shield Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of the Acquiring Company ("Sub"), propose to enter into
an agreement and plan of merger (the "Merger Agreement"). The Merger Agreement
provides for, among other things, a cash tender offer by Sub to acquire all of
the Company's common stock, par value $.01 per share (the "Common Stock"), at a
price of $19.09 per share (the "Tender Offer"). Any shares of the Common Stock
not purchased pursuant to the Tender Offer will be acquired for the same price
in cash in a second-step merger of Sub with and into the Company in accordance
with the Delaware General Corporation Law (the "Merger"). The terms and
conditions of the proposed Tender Offer and the Merger (collectively, the
"Transaction") are set forth in more detail in the Merger Agreement.
You have asked us whether or not, in our opinion, the consideration to be
received by the holders of Common Stock pursuant to the Tender Offer and the
Merger is fair to such holders from a financial point of view.
In arriving at the opinion set forth below, we have, among other things:
(1) Reviewed the Company's Annual Reports, Forms 10-K and related financial
information for the three fiscal years ended March 31, 1996;
(2) Reviewed the Company's Forms 10-Q and related financial information for
the three months ended June 30, 1996 and the six months ended September
30, 1996;
(3) Reviewed the Acquiring Company's Annual Reports, Forms 10-K and related
financial information for the three fiscal years ended June 30, 1996;
(4) Reviewed the Acquiring Company's Forms 10-Q and related financial
information for the three months ended September 30, 1996;
(5) Reviewed certain information, including financial forecasts, relating to
the business, earnings, cash flow, assets and prospects of the Company
furnished to us by the Company;
(6) Conducted discussions with members of senior management of the Company
concerning the Company's business and prospects;
(7) Reviewed the historical market prices and trading activity for the
Common Stock and compared them with those of certain publicly-traded
companies which we deemed relevant;
(8) Compared the results of operations of the Company with those of certain
publicly-traded companies which we deemed relevant;
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(9) Compare the proposed financial terms of the Transaction with the
financial terms of certain other business combinations which we deemed
relevant;
(10) Reviewed the draft dated November 26, 1996 of the Agreement and
Stockholder Agreement, respectively; and
(11) Reviewed such other financial studies and analyses and performed such
other investigations and took into account such other matters as we
deemed necessary, 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 made
available to us by or on behalf of the Company, and we have not assumed any
responsibility to independently verify such information. With respect to the
financial forecasts examined by us, we have assumed that they were reasonably
prepared on bases reflecting the best currently available estimates and good
faith judgments of the Company management as to the future performance of the
Company. In arriving at our opinion, we have not been furnished with any
financial forecasts from the Company for periods after fiscal 1997. In addition,
we have not undertaken, and have not been provided with, an independent
evaluation or appraisal of the assets or liabilities (contingent or otherwise)
of the Company and have assumed that all assets or liabilities (contingent or
otherwise, known or unknown) of the Company are as set forth in its consolidated
financial statements. At the Company's request, we have contacted a number of
potential acquirors of the Company. Such potential acquirors were selected by
the Company and us from a group of companies most likely to be interested in an
acquisition of the Company and we express no opinion as to whether any person
might offer more for the Common Stock than is being offered by the Acquiring
Company.
It is understood that this letter is for the benefit and use of the Board of
Directors of the Company in its consideration of the Tender Offer and the
Merger. This letter does not constitute a recommendation to any holder of the
Common Stock as to whether to tender shares of Common Stock pursuant to the
Tender Offer or whether to vote in favor of the Merger. This opinion does not
address the relative merits of the Transactions and any other transactions or
business strategies discussed by the Board of Directors of the Company as
alternatives to the Merger Agreement or the underlying business decision of the
Board of Directors of the Company to proceed with or effect the Transactions.
PaineWebber is currently acting as financial advisor to the Company in
connection with the Transaction and will receive a fee upon delivery of this
opinion and upon consummation of the Merger. In addition, PaineWebber is
currently acting as financial advisor to the Company's parent, McKesson
Corporation, on an unrelated assignment and will receive a fee upon consummation
of such other assignment.
In the ordinary course of our business, PaineWebber may trade the securities
of the Company for its own account and for the accounts of its 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
the consideration to be received by the holders of the Common Stock pursuant to
the Tender Offer and the Merger is fair to such holders from a financial point
of view.
Very truly yours,
/s/ PAINEWEBBER INCORPORATED
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