SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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AMENDMENT NO. 1
to
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
ESSEX INTERNATIONAL INC.
(Name of Subject Company)
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ESSEX INTERNATIONAL INC.
(Name of Person Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
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297025 10 8
(CUSIP Number of Class of Securities)
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STEVEN R. ABBOTT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ESSEX INTERNATIONAL INC.
1601 WALL STREET
FORT WAYNE, IN 46802
(219) 461-4000
(Name, address and telephone number of person authorized
to receive notice and communications on behalf
of the person filing statement)
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Copies to:
RICHARD CLIMAN, ESQ.
PAUL QUINLAN, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
300 EL CAMINO REAL
PALO ALTO, CA 94306-2155
(650) 843-5000
This statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") on October 28, 1998 by Essex International Inc., a
Delaware corporation (the "Company") (the "Schedule 14D-9"). The Schedule
14D-9 was filed in connection with the tender offer made by Superior TeleCom
Inc., a Delaware corporation ("Parent") and SUT Acquisition Corp., a Delaware
corporation ("Purchaser") to purchase up to 22,562,135 shares of common stock
of the Company at a price of $32.00 per share, net to the seller in cash
(subject to applicable withholding of taxes), without any interest, upon the
terms and subject to the conditions set forth in Purchaser's Offer to
Purchase dated October 28, 1998, and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"). Capitalized terms used and not defined herein shall
have the meanings given to them in the Schedule 14D-9.
Item 4. The Solicitation or Recommendation
Item 4 "Background" of the Schedule 14D-9 is hereby amended to include
the following:
On November 16, 1998, Parent issued a press release announcing that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has
expired, allowing Parent to proceed with its acquisition of the Company. A
copy of the press release is filed as Exhibit 9 hereto and is incorporated
herein by reference.
Item 9. Material to be Filed as Exhibits
Item 9 of the Schedule 14D-9 is hereby amended to include the following
as an exhibit:
Item 9: Text of the Press Release dated November 16, 1998 issued by
Superior TeleCom Inc.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 is true,
complete and correct.
Essex International Inc.
By: /s/ Steven R. Abbott
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Name: Steven R. Abbott
Title: President and Chief
Executive Officer
DATED: November 16, 1998
Exhibit 9
FOR IMMEDIATE RELEASE
Company Contact:
Suzanne D. Fernandez
Corporate Communications
212-757-3333
SUPERIOR TELECOM INC. ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO
WAITING PERIOD; TO PROCEED WITH ACQUISITION AND MERGER OF
ESSEX INTERNATIONAL INC.
New York, NY November 16, 1998 -- Superior TeleCom Inc. (NYSE: SUT)
today announced that the 15-day waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act has expired, allowing Superior to proceed with its
acquisition of Essex International Inc. (NYSE: SXC).
As previously announced, Superior and Essex are parties to a
merger agreement. Under the terms of the merger agreement, on October 28,
1998 Superior commenced a tender offer to purchase up to approximately 81% of
the outstanding shares of Essex for $32 per share. The tender offer is
scheduled to expire on November 25, 1998, unless extended, and is subject to
a number of conditions. Following consummation of the tender offer, the
merger agreement provides for the acquisition by Superior of the remaining
shares of Essex in a merger agreement between Essex and a subsidiary of
Superior.
Steven S. Elbaum, Chairman and Chief Executive officer of Superior
stated that "we are pleased that the regulatory review concluded
expeditiously so that we may move ahead to complete the Essex acquisition and
merger as planned and implement the resulting benefits to our shareholders
and customers."
Superior TeleCom Inc. is a leading manufacturer and supplier of
telecommunications cable and wire products to telephone companies,
distributors and system integrators. It also develops and manufactures voice
and data multiplexers and other electronics and signal processing components
and systems.
Except for the historical information herein, the matters discussed in
this news release include forward-looking statements that may involve a
number of risks and uncertainties. Actual results may vary significantly
based on a number of factors, including, but not limited to, risks in product
and technology development, market acceptance of new products and continuing
product demand, the impact of competitive products and pricing, changing
economic conditions, including changes in short term interest rates, foreign
currency fluctuation and other risk factors detailed in the Company's most
recent annual report and other filings with the Securities and Exchange
Commission.
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