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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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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MASLAND CORPORATION
(Name of Subject Company)
MASLAND CORPORATION
(Name of Person(s) Filing Statement)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
574806 10 5
(CUSIP Number of Class of Securities)
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DANIEL R. PERKINS
CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY
MASLAND CORPORATION
50 SPRING ROAD
CARLISLE, PA 17013
(717) 249-1866
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
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Copy to:
PETER O. CLAUSS, ESQ.
CLARK, LADNER, FORTENBAUGH & YOUNG
ONE COMMERCE SQUARE, 22ND FLOOR
PHILADELPHIA, PA 19103
(215) 241-1876
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This Amendment amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Statement") filed by Masland Corporation, a
Delaware corporation (the "Company"), on May 30, 1996, as previously amended and
supplemented by an Amendment No. 1, on May 31, 1996. The item numbers and
responses thereto below are in accordance with the requirements of Schedule
14D-9 under the Securities Exchange Act of 1934, as amended.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item (8) is hereby amended and supplemented by adding the following:
On June 4, 1996, the Company announced its intention to acquire the assets
of the Acoustic Materials Business of The Dexter Corporation. Lear granted a
waiver under the Merger Agreement to permit the Company to pursue, but not to
consummate, the proposed transaction. Consummation of the proposed transaction
is subject to favorable completion of further due diligence by the Company, the
execution of definitive and mutually satisfactory documentation for the
transaction, approval by the Board of the Company, compliance with applicable
filing provisions of the HSR Act and expiration (or early termination) of the
waiting period thereunder, and receipt of all consents and approvals of third
parties as may be required, for consummation of the proposed transaction,
including consent by Lear. The Company's press release, dated June 4, 1996, is
attached hereto as Exhibit (12) and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding the following exhibit:
Exhibit 12. Text of Press Release, dated June 4, 1996, issued by the
Company.
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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.
MASLAND CORPORATION
By: /s/ DANIEL R. PERKINS
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Daniel R. Perkins
Chief Financial Officer,
Treasurer and Secretary
June 7, 1996
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<S> <C> <C>
Exhibit 99.1* -- Pages 6-10 of the Company's Proxy Statement, dated October 10, 1995, for
its 1995 Annual Meeting of Stockholders.
Exhibit 99.2* -- Employment Agreement, dated May 29, 1996, between Lear, the Company and Dr.
Frank J. Preston.
Exhibit 99.3* -- Agreement, dated May 29, 1996, between the Company and Daniel R. Perkins.
Exhibit 99.4* -- Termination, Consulting and Noncompete Agreement, dated May 29, 1996,
between Lear, the Company and William J. Branch.
Exhibit 99.5* -- Agreement and Plan of Merger, dated as of May 23, 1996, between Lear
Corporation, PA Acquisition Corp., and Masland Corporation.
Exhibit 99.6* -- Stockholders Agreement, dated as of May 23, 1996, between Lear Corporation,
PA Acquisition Corp., William J. Branch, Larry W. Owen and Darrell F.
Sallee.
Exhibit 99.7* -- Amendment, dated May 23, 1996, to the Rights Agreement between the Company
and Mellon Securities Trust Company, as Rights Agent, dated as of November
16, 1995.
Exhibit 99.8* -- Confidentiality and Standstill Agreement, dated March 14, 1996, between and
among the Company, and its subsidiaries, and Lear Corporation, and the
subsidiaries.
Exhibit 99.9* -- Press Release issued on May 24, 1996.
Exhibit 99.10* -- Letter to Stockholders of the Company, dated May 30, 1996.
Exhibit 99.11* -- Letter from Goldman, Sachs & Co., dated May 23, 1996.
Exhibit 99.12 -- Text of Press Release, dated June 4, 1996, issued by the Company.
</TABLE>
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* Previously filed.
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EXHIBIT 99.12
PRN 12:13 MASLAND CORPORATION ANNOUNCES INTENT TO ACQUIRE ASSETS OF
THE ACOUSTIC MATERIALS BUSINESS OF DEXTER CORPORATION
CARLISLE, Pa., June 4 /PRNewswire/ -- Masland Corporation
(Nasdaq-NNM:MSLD), a leading supplier of soft surface interior trim and acoustic
components to the automotive industry, today announced its intention to acquire
the assets of the Acoustic Materials Business of The Dexter Corporation (NYSE:
DEX). Consummation of the proposed transaction would be subject to favorable
completion of further due diligence by Masland, the execution of definitive and
mutually satisfactory legal documentation for the transaction, approval of
Masland's Board of Directors, receipt of all consents and approvals of third
parties as may be required, and Hart-Scott-Rodino approval.
The Acoustic Materials Business, headquartered in Auburn Hills, Michigan,
has approximately $40 million in annual sales and is a leading supplier of
specialty acoustic materials designed to reduce noise and vibration levels in
vehicles during operation. Its customers include Chrysler, Ford and General
Motors. The business manufactures and supplies vibration dampers, expandable
baffle systems, noise barrier patches, engineered sealants, and anti-rattle
aids. The company operates one manufacturing facility in Kansas City, Missouri.
The acquisition will complement Masland's growing line of automotive
acoustic products. Dr. Frank J. Preston, President and Chief Executive Officer
of Masland, said, "The acquisition of Dexter's Acoustic Materials Business'
assets expands Masland's acoustic product offerings and strengthens Masland's
position as the leading acoustic system integrator to the North American
automotive industry. We see tremendous opportunity to leverage Masland's
customer relationships and acoustic systems integrator capabilities to grow the
Acoustic Materials Business."
Masland Corporation, through its operating subsidiary Masland Industries,
is a leading designer and manufacturer of interior trim and acoustic systems for
passenger cars and light trucks. The company operates 10 manufacturing
facilities in the U.S., Canada, and Mexico; and has a joint venture with Sommer
Allibert, Ltd., in the U.K. Customers include Chrysler, Ford, General Motors,
Honda, Isuzu, Nissan, and Toyota, as well as most other North American vehicle
manufacturers. The company is headquartered in Carlisle, Pennsylvania.
/delval/
-0- 6/4/96
/CONTACT: Patrick J. Burns of Masland Industries, 717-258-7583/
(MSLD DEX)
CO: Masland Corporation; The Dexter Corporation
ST: Pennsylvania, Michigan
IN: AUT
SU: TNM
