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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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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
(Final Amendment)
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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"), as amended by Amendment No. 1 thereto filed with
the Commission on November 16, 1998 (collectively, 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 27, 1998, Parent issued a press release announcing that it had
accepted for payment pursuant to the Offer, 22,562,135 shares of common stock of
the Company, representing approximately 81% of the outstanding shares of common
stock of the Company. A copy of the press release is filed as Exhibit 10 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:
Exhibit 10: Text of the Press Release dated November 27, 1998 issued by
Superior TeleCom Inc.
2
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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 Amendment No. 2 is true, complete
and correct.
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ESSEX INTERNATIONAL INC.
By: /s/ DAVID A. OWEN
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Name: David A. Owen
Title: CHIEF FINANCIAL OFFICER
</TABLE>
Dated: November 27, 1998
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Exhibit 10
FOR IMMEDIATE RELEASE
Company Contact:
Suzanne D. Fernandez
Corporate Communications
212-757-3333
SUPERIOR TELECOM INC. COMPLETES TENDER OFFER FOR
ESSEX INTERNATIONAL INC.
New York, NY (November 27, 1998) -- Superior TeleCom Inc. (NYSE:SUT) today
announced that it had successfully completed its tender offer to purchase up to
22,562,135 shares of Essex International Inc. (NYSE:SXC) for $32.00 per share,
representing approximately 81% of the outstanding shares of Essex. The tender
offer expired at 12:00 midnight, New York City time, on Wednesday, November 25,
1998.
Based on a preliminary count, 24,956,426 shares of Essex
were tendered, together with in excess of 2,000,000 shares tendered subject
to guaranteed delivery procedures. Superior has accepted for
purchase 22,562,135 shares on a pro rata basis. The final results of proration
are not expected to be announced before December 4, 1998, after the precise
number of shares validly tendered has been calculated. Payment for shares
accepted for purchase in the tender offer will be made when the final results of
proration are determined. The financing for the offer was completed today.
As previously announced, Superior and Essex are parties to a merger
agreement. Superior expects to merge Essex with a subsidiary of Superior
during the first quarter of 1999. Following the merger, Essex will be a
wholly owned subsidiary of Superior.
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 and
foreign currency fluctuations, and other risk factors detailed in Superior's
most recent annual report and other filings with the Securities and Exchange
Commission.
