AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 11, 2001
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
AMENDMENT NO. 1
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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FOR IMMEDIATE RELEASE
BERLITZ INTERNATIONAL ACKNOWLEDGES PENDING LAWSUITS
PRINCETON, N.J., January 11, 2001 -- Berlitz International, Inc. (NYSE:
BTZ) ("Berlitz" or the "Company") announced today that several lawsuits have
been filed against Berlitz and its directors in connection with the proposal by
Benesse Corporation and Benesse Holdings International, Inc. to purchase all of
the outstanding shares of common stock of Berlitz not held by Benesse. On
December 29, 2000, Benesse and Berlitz separately issued press releases in
connection with the proposed transaction.
The lawsuits purport to be class actions on behalf of the public
shareholders of Berlitz. The plaintiffs in these actions have asserted a variety
of claims, including allegations that Benesse's proposed offer price for the
publicly held shares of Berlitz is grossly inadequate; that the directors of
Berlitz have been or will be unduly influenced by Benesse; and that the
directors of Berlitz have breached their fiduciary duties to the public
shareholders. Each of the lawsuits has been filed in the Supreme Court of New
York in New York County. Berlitz does not believe that these lawsuits state
valid claims against Berlitz or any of its directors.
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.
