SC 14D9/A, 1996-07-31
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<PAGE>   1
                                 UNITED STATES
                             WASHINGTON, D.C. 20549
                                AMENDMENT NO. 1
                                 SCHEDULE 14D-9
                          PURSUANT TO SECTION 14(D)(4)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                  AMBAR, INC.
                           (Name of Subject Company)
                                  AMBAR, INC.
                      (Name of Person(s) Filing Statement)
                          COMMON STOCK, $.01 PAR VALUE
                         (Title of Class of Securities)
                                  023162 10 0
                     (CUSIP Number of Class of Securities)
                             RANDOLPH M. MOITY, SR.
                                  AMBAR, INC.
                           221 RUE DE JEAN, SUITE 300
                           LAFAYETTE, LOUISIANA 70508
 (Name, address and telephone number of person authorized to receive notice and
          communications on behalf of the person(s) filing statement)
                                WITH A COPY TO:
                                CURTIS R. HEARN
                             201 ST. CHARLES AVENUE
                       NEW ORLEANS, LOUISIANA 70170-5100
                                 (504) 582-8000
<PAGE>   2
     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
                                            AMBAR, INC.
                                            By: /s/  RANDOLPH M. MOITY, SR.
                                              Randolph M. Moity, Sr.
                                              Chairman of the Board, President
                                                and Chief Executive Officer
Date: July 31, 1996
<PAGE>   3
                               INDEX TO EXHIBITS
 EXHIBIT NO.                             DESCRIPTION
- ---------------------------------------------------------------------------------
<S>          <C>                                                                   <C>
Exhibit 1    Agreement and Plan of Merger dated July 1, 1996 among AMBAR, Inc.,
             AI Partners L.P. and AI Acquisitions Corp.*+
Exhibit 2    Joint Press Release issued on July 1, 1996.*+
Exhibit 3    Employment Agreement dated as of July 1, 1996 by and between AMBAR,
             Inc. and Randolph M. Moity, Sr.*+
Exhibit 4    Opinion of Raymond James & Associates dated July 1, 1996.
Exhibit 5    Letter dated July 9, 1996, from Randolph M. Moity, Sr., Chairman of
             the Board and Chief Executive Officer of the Company, to the
             stockholders of AMBAR, Inc. with regard to the Offer.+
Exhibit 6    Pages 4-10 excerpted from the Company's Proxy Statement first mailed
             to stockholders on or about October 12, 1995 in connection with the
             1995 Annual Meeting of Stockholders.*+
Exhibit 7    Confidentiality Agreement dated April 23, 1996 between AMBAR, Inc.
             and The Beacon Group.*+
Exhibit 8(a) Stockholder Agreement, dated as of July 1, 1996, between AI Partners
             L.P. and Randolph M. Moity, Sr.*+
Exhibit 8(b) Promissory Note executed by AMBAR, Inc. payable to Randolph M.
             Moity, Sr.*+
Exhibit 9    Stockholder Agreement, dated as of July 1, 1996, between AI Partners
             L.P. and Kenneth J. Boutte.*+
- ---------------
* Not included in copies mailed to stockholders.
+ Previously filed.

<PAGE>   1
                           [RAYMOND JAMES LETTERHEAD]
                                                                       EXHIBIT 4
July 1, 1996
The Independent Committee of
The Board of Directors
221 Rue de Jean, Suite 300
Lafayette, Louisiana 70508
Attention: Mr. James C. Roddy, Co-Chairman
        Independent Committee of the Board of Directors
        Mr. Robert D. van Roijen, Co-Chairman
        Independent Committee of the Board of Directors
     You have requested our opinion as to the fairness from a financial point of
view, to the minority shareholders of the outstanding common stock (the "Common
Stock") of AMBAR, Inc. ("AMBAR" or the "Company") of the consideration to be
received in connection with the proposed tender offer and merger (the "Merger")
of AI Acquisitions Corp. ("AI Acquisitions Corp."), a newly formed wholly-owned
subsidiary of AI Partners L.P. ("AI"), with and into the Company pursuant and
subject to the Merger Agreement (the "Merger Agreement") to be executed on July
1, 1996 among AMBAR, AI, and AI Acquisitions Corp. The Merger Agreement
provides, among other things, for the commencement of a tender offer for any and
all shares of Common Stock at a price of $18.00 per share net to the seller in
     In connection with our review of the proposed Merger and the preparation of
our opinion herein, we have examined (i) the financial terms and conditions of
the Merger Agreement; (ii) the audited financial statements of the Company and
its affiliates; (iii) certain unaudited financial statements and operating
reports of the Company, its subsidiaries and affiliates; (iv) certain internal
financial analyses and forecasts for the Company, its subsidiaries and
affiliates prepared by management and (v) certain other publicly available
information on the Company, including a Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on June 14, 1996. We have also held
discussions with members of the senior management of the Company, its
subsidiaries and affiliates to discuss the foregoing and have considered other
matters which we have deemed relevant to our inquiry.
     We have assumed and relied upon the accuracy and completeness of all such
information and have not attempted to verify independently any of such
information, nor have we made or obtained an independent appraisal of the assets
or liabilities (contingent or otherwise) of the Company, its subsidiaries and
affiliates. With respect to financial forecasts, we have assumed with your
permission that they have been reasonably prepared on bases reflecting the best
currently available estimates and judgments of management, and we have relied
upon each party to advise us promptly if any information previously provided
became inaccurate or was required to be updated during the period of our review.
     We have also assumed with your permission that the Company, its
subsidiaries and affiliates are not party to any pending material transactions,
including, but not limited to, any external financings, recapitalizations,
acquisitions or merger discussions, other than the Merger. Our opinion is based
upon market, economic, financial and other circumstances and conditions existing
and disclosed to us as of the date of this letter and any change in such
circumstances would require a reevaluation of this opinion.
<PAGE>   2
     We express no opinion as to the underlying business decision of AMBAR to
effect the Merger, the structure or tax consequences of the Merger Agreement,
the availability or the advisability of any alternatives to the Merger. Raymond
James did not structure the Merger or negotiate the terms of the Merger.
     In conducting our investigation and analyses and in arriving at our opinion
expressed herein, we have taken into account such accepted financial and
investment banking procedures and considerations as we have deemed relevant,
including the review of (i) historical and projected revenues, operating
earnings, net income and capitalization of the Company, its subsidiaries and
affiliates and certain other publicly held companies in businesses we believe to
be comparable to AMBAR; (ii) the current financial position and results of
operations of the Company, its subsidiaries and affiliates and forecasted
results of such entities; (iii) the historical market prices and trading
activity of the common stock of AMBAR; (iv) financial information concerning
selected business combinations which we deemed comparable in whole or in part;
and (v) the general condition of the securities markets.
     Raymond James & Associates, Inc. is actively engaged in the investment
banking business and regularly undertakes the valuation of investment securities
in connection with public offerings, private placements, business combination
and similar transactions. For our services including the rendering of this
opinion, the Company will pay us a fee upon the issuance of this opinion. In
addition, Raymond James will receive a financial advisory fee upon the closing
of the Merger, and the Company has agreed to indemnify Raymond James against
certain liabilities arising out of the rendering of this opinion.
     In the ordinary course of our business, we actively trade in the equity
securities of AMBAR for our own account and for the accounts of customers and,
accordingly, may at any time hold a long or short position in such securities.
     It is understood that this letter is for the information of the Board of
Directors of the Company in evaluating the proposed Merger and does not
constitute a recommendation to any stockholder of the Company as to whether such
stockholder should tender shares or how such stockholder should vote on the
proposed Merger. This opinion is not to be quoted or referred to, in whole or in
part, in any registration statement, prospectus or proxy statement, or in any
other document used in connection with the offering or sale of securities, nor
shall this letter be used for any other purpose, without our prior written
     Based upon and subject to the foregoing, it is our opinion that, as of July
1, 1996, the consideration to be received by the minority shareholders of the
Company pursuant to the Merger Agreement is fair, from a financial point of
view, to the minority holders of the Company's outstanding Common Stock.
                                            Very truly yours,
                                            RAYMOND JAMES & ASSOCIATES, INC.

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