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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 2)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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SPRECKELS INDUSTRIES, INC.
(NAME OF SUBJECT COMPANY)
SPRECKELS INDUSTRIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
Class A Common Stock, Par Value $0.01 Per Share
(Including the Associated Rights)
Warrants to Purchase Shares of Class A Common Stock
($9.17 Exercise Price Per Warrant)
Warrants to Purchase Shares of Class A Common Stock
($11.67 Exercise Price Per Warrant)
Warrants to Purchase Shares of Class A Common Stock
($15.00 Exercise Price Per Warrant)
Warrants to Purchase Shares of Class A Common Stock
($1.00 Exercise Price Per Warrant)
(TITLE OF CLASS OF SECURITIES)
849416201
(CUSIP NUMBER OF CLASS OF SECURITIES)
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DONALD C. ROOF
SPRECKELS INDUSTRIES, INC.
D/B/A YALE INTERNATIONAL, INC.
ONE MORROCROFT CENTRE
6805 MORRISON BLVD., SUITE 450
CHARLOTTE, NORTH CAROLINA 28211
(704) 367-4220
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON
BEHALF OF THE PERSON(S) FILING STATEMENT)
Copy to:
PHILIP T. RUEGGER III, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 455-2000
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This Amendment No. 2 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, as amended (the
"Schedule 14D-9"), of Spreckels Industries, Inc. (doing business as Yale
International, Inc.), a Delaware corporation (the "Company"), with respect to
the tender offer disclosed in a Tender Offer Statement on Schedule 14D-1 dated
August 30, 1996, as amended (the "Schedule 14D-1"), by L Acquisition
Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary
of Columbus McKinnon Corporation, a New York corporation ("Parent"), to purchase
(i) all outstanding shares of Class A Common Stock, par value $0.01 per share
(the "Common Stock"), including the associated Common Stock purchase rights, of
the Company and (ii) all outstanding warrants to purchase shares of Common Stock
issued by the Company (the "Warrants"). Capitalized terms used herein but not
defined herein have the meanings assigned to such terms in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 of the Schedule 14D-9 is hereby amended and supplemented by adding
thereto the following:
Salomon Brothers has rendered to the Board its written opinion, dated
August 23, 1996, to the effect that, as of such date, the consideration to be
received by the holders of Shares in the Offer and the Merger was fair, from a
financial point of view, to such holders (the "Opinion"). The Opinion was
delivered for the sole benefit of the Board in its consideration of the proposed
transaction and does not constitute a recommendation to any holder of Shares or
Warrants as to whether such holder should tender Shares or Warrants in the Offer
or to any holder of Shares as to how such holder should vote with respect to the
Merger, if such a vote is taken.
Salomon Brothers has advised the Board that, based on an express disclaimer
in its engagement letter with the Company, Salomon Brothers does not believe
that any person (including a stockholder of the Company), other than the Company
or the Board of Directors, has a legal right to rely upon the Opinion to support
any claims against Salomon Brothers arising under applicable state law and that,
should any such claims be brought against Salomon Brothers by any such person,
this assertion will be raised as a defense. In the absence of applicable state
law authority, the availability of such a defense will be resolved by a court of
competent jurisdiction. Resolution of the question of the availability of such
a defense, however, will have no effect on the rights and responsibilities of
the Board under applicable state law. Nor would the availability of such a
state law defense to Salomon Brothers have any effect on the rights and
responsibilities of Salomon Brothers or the Board under the federal securities
laws.
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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.
Spreckels Industries, Inc.
By: /s/ Gary L. Tessitore
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Gary L. Tessitore
President and Chief Executive Officer
Dated: October 3, 1996
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