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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
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ReSound Corporation
(Name of Subject Company)
GN Great Nordic Ltd.
GN Acquisition Corporation
(Bidders)
Common Stock, Par Value $0.01 per Share
(Title of Class of Securities)
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761194109
(CUSIP Number)
Jorn Kildegaard
c/o John A. Bick, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4350
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of Bidders)
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Copies to:
John A. Bick, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4350
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<PAGE>
CUSIP No. 761194109
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GN Acquisition Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
19,441,420
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
92.1%
10 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 761194109
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GN Great Nordic Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Denmark
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
19,441,420
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
92.1%
10 TYPE OF REPORTING PERSON
HC, CO
<PAGE>
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") originally filed with the Securities and
Exchange Commission on May 14, 1999 and Amendment No. 1 thereto by GN
Acquisition Corporation ("Purchaser") and GN Great Nordic Ltd. ("Parent") with
respect to a tender offer by Purchaser to purchase all outstanding shares of
common stock, par value $0.01 per share (including the associated preferred
share purchase rights) of ReSound Corporation.
All capitalized terms used in this Amendment No. 2 without definition have
the meanings attributed to them in the Schedule 14D-1.
Item 6. Interest in Securities of the Issuer.
(a) - (b) Item 6 is hereby amended and supplemented by the following
information:
The Offer expired at 12:00 Midnight, New York City time, on June 11, 1999.
Based on a preliminary count of the Depositary, as of midnight, New York City
time, on June 11, 1999, 19,441,420 Shares were validly tendered pursuant to the
Offer, representing approximately 92.1% of the Shares outstanding. Pursuant to
the Offer, Purchaser has accepted for payment all Shares properly tendered and
will promptly begin to make payment.
Item 11. Material to be Filed as Exhibits.
The response to Item 11 is hereby amended to add the following exhibit:
(a)(9) Text of press release issued by Parent on June 14, 1999.
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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: June 14, 1999
GN ACQUISITION CORPORATION
By: /s/ Donald Stevenson
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Name: Donald Stevenson
Title: Secretary
GN GREAT NORDIC LTD.
By: /s/ Jorgen Lindegaard
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Name: Jorgen Lindegaard
Title: President and Chief Executive
Officer
By: /s/ Jorn Kildegaard
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Name: Jorn Kildegaard
Title: Executive Vice President
EXHIBITS INDEX
Exhibit
Number Title
- ------ -----
(a)(1) Offer to Purchase dated May 14, 1999.*
(a)(2) Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9).*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(6) Text of press release issued by Parent dated May 10, 1999.*
(a)(7) Form of summary advertisement dated May 14, 1999.*
(a)(8) Text of joint press release issued by Parent and the Company on
June 1, 1999.*
(a)(9) Text of press release issued by Parent on June 14, 1999.**
(b) Not applicable.
(c)(1) Agreement and Plan of Merger dated as of May 10, 1999 among ReSound
Corporation, GN Great Nordic Ltd. and GN Acquisition Corporation.*
(c)(2) Stock Option Agreement dated as of May 10, 1999 among ReSound
Corporation, GN Great Nordic Ltd. and GN Acquisition Corporation.*
(c)(3) Form of Letter regarding Change of Control Agreement.*
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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* Previously Filed.
** Filed with this Amendment.
Exhibit (a)(9)
GN GREAT NORDIC COMPLETES TENDER OFFER FOR RESOUND
CORPORATION
New York, NY, June 14, 1999 -- GN Great Nordic today announced that it has
successfully completed its tender offer to purchase all of the outstanding
shares of ReSound Corporation (Nasdaq: RSND) for $8.00 per share. The tender
offer expired at 12:00 midnight, New York City time, on Friday, June 11, 1999.
Based on a preliminary count, approximately 92.1% of the outstanding
shares of ReSound were tendered. GN Great Nordic has accepted for purchase all
of these shares. Payment for shares accepted for purchase in the tender offer
will be made promptly.
GN Great Nordic expects to merge ReSound with a subsidiary of GN Great
Nordic in early July. As a result of the merger, the shares of ReSound that
were not tendered in the tender offer will be converted into the right to
receive $8.00 per share in cash and ReSound will become an indirect
wholly-owned subsidiary of GN Great Nordic.
