AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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BERLITZ INTERNATIONAL, INC.
(NAME OF SUBJECT COMPANY)
BERLITZ INTERNATIONAL, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(TITLE OF CLASS OF SECURITIES)
08520F100
(CUSIP NUMBER OF COMMON STOCK)
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PAUL H. WEINSTEIN, ESQ.
GENERAL COUNSEL, SECRETARY
400 ALEXANDER PARK
PRINCETON, NJ 08540
(609) 514-3033
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH A COPY TO:
DAVID K. LAKHDHIR, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NY 10019-6064
(212) 373-3030
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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<PAGE>
FOR IMMEDIATE RELEASE
BERLITZ INTERNATIONAL RECEIVES PROPOSAL TO ACQUIRE
THE OUTSTANDING SHARES OF COMMON STOCK
PRINCETON, N.J., December 29, 2000 -- Berlitz International, Inc.
(NYSE: BTZ) ("Berlitz" or the "Company") announced today that Benesse
Corporation and Benesse Holdings International, Inc. have made a proposal to the
directors of Berlitz to acquire all of the outstanding shares of common stock of
Berlitz not held by Benesse for a cash price of $12.00 per share. Together,
Benesse and its affiliates currently own approximately 76% of Berlitz's
outstanding common stock.
The proposal has been referred to a special committee of disinterested
directors of Berlitz. The special committee has retained Banc of America LLC
Securities to advise it in evaluating the proposal.
Benesse's proposal is, among other things, subject to the special
committee making a favorable recommendation with respect to the proposal. The
proposal is not subject to any financing conditions. Benesse also informed the
directors of Berlitz that it reserved the right to amend or withdraw its
proposal at any time in its sole discretion. Benesse Corporation is a public
company in Japan and its shares are traded on the Tokyo Stock Exchange and the
Osaka Securities Exchange. Benesse Holdings International is a wholly owned U.S.
subsidiary of Benesse Corporation that acts as a holding company for the stock
of Berlitz and other strategic investments.
In an unrelated development, Berlitz also announced a strategic
restructuring, anticipated to be completed within the first quarter of 2001 and
to reduce pre-tax operating costs by an estimated $20 million for fiscal year
2001 and $12 million annually thereafter. The Company expects to report a
pre-tax charge for restructuring and other unusual items of approximately $17
million (principally in the fourth quarter of 2000). This charge will consist
primarily of employee separation costs for a reduction in force of approximately
90 employees worldwide, exit costs of under- performing operations, and asset
impairments. "The restructuring plan we have announced today is part of a
renaissance for Berlitz", stated James Kahl, Vice Chairman. "These are major
changes intended to streamline the business today, and dramatically strengthen
the Company's performance in the future, by providing resources and operational
flexibility for new growth and to meet new challenges."
Forward-Looking Statements: Certain statements in this release,
including any discussion of management expectations for future periods,
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements include
those indicated by words such as "expect," "anticipate," "believe" and
"estimated." Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results to differ
materially from the future results expressed or implied by these statements.
These factors include the Company's success in implementing its restructuring
plan, general economic conditions and the performance of the Company's
operations within its prevailing business markets around the world, as well as
other factors set forth in Berlitz's 1999 Annual Report on Form 10K. These
factors also include risks related to the possible acquisition of the Company.
All forward-looking statements are based on information available to the Company
on the date hereof and the Company assumes no obligation to update such
statements.
The press release above is neither an offer to purchase nor a
solicitation of an offer to sell securities of Berlitz. If and when a tender
offer is made for the common stock of Berlitz, Berlitz shareholders are advised
to read the tender offer statement, which would be filed by Benesse with the
U.S. Securities and Exchange Commission, and the related
solicitation/recommendation statement that would be filed by Berlitz with the
Commission at the commencement of any tender offer. The tender offer statement
(which would probably include an offer to purchase, letter of transmittal and
related tender offer documents) and the solicitation/recommendation statement
would contain important information that should be read carefully before any
decision is made with respect to a tender offer. If a tender offer is commenced,
Berlitz shareholders would be able to obtain a copy of these documents from the
purchasers' information agent, without charge, upon request. These documents
also would be made available at no charge on the SEC's web site at www.sec.gov.
