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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 4
(FINAL AMENDMENT)
to
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
_________________
STIMSONITE CORPORATION
(Name Of Subject Company)
VISION ACQUISITION CORPORATION
AVERY DENNISON CORPORATION
(Bidders)
_________________
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
860832104
(Cusip Number Of Class Of Securities)
_________________
ROBERT G. VAN SCHOONENBERG
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
AVERY DENNISON CORPORATION
150 N. ORANGE GROVE BOULEVARD
PASADENA, CALIFORNIA 91103
(626) 304-2000
(Name, Address And Telephone Number Of Person Authorized To
Receive Notice And Communications On Behalf Of Person(s) Filing Statement)
_________________
COPIES TO:
MICHAEL W. STURROCK, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
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CUSIP No. 860832104
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(1) Name of reporting persons:
AVERY DENNISON CORPORATION
I.R.S. Identification No. of above person (entities only): 951492269
----------------------
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(2) Check the appropriate box if a member of a group (see instructions):
(a) [ ]
(b) [ ]
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(3) SEC use only
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(4) Source of funds (see instructions):
[OO]
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(5) Check box if disclosure of legal proceedings is required pursuant to Items
2(e) or 2(f)
[ ]
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(6) Citizenship or place of organization:
State of Delaware
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(7) Aggregate amount beneficially owned by each reporting person:
8,307,660
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(8) Check box if the aggregate amount in Row (7) excludes certain shares (see
instructions):
[ ]
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(9) Percent of class represented by amount in Row (7):
98.4%
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(10) Type of reporting person (see instructions):
CO
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CUSIP No. 860832104
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(1) Name of reporting persons:
VISION ACQUISITION CORPORATION
I.R.S. Identification No. of above person (entities only):
----------------------
- --------------------------------------------------------------------------------
(2) Check the appropriate box if a member of a group (see instructions):
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC use only
- --------------------------------------------------------------------------------
(4) Source of funds (see instructions):
AF
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(5) Check box if disclosure of legal proceedings is required pursuant to Items
2(e) or 2(f)
[ ]
- --------------------------------------------------------------------------------
(6) Citizenship or place of organization:
State of Delaware
- --------------------------------------------------------------------------------
(7) Aggregate amount beneficially owned by each reporting person:
8,307,660
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(8) Check box if the aggregate amount in Row (7) excludes certain shares (see
instructions):
[ ]
- --------------------------------------------------------------------------------
(9) Percent of class represented to amount in Row (7):
98.4%
- --------------------------------------------------------------------------------
(10) Type of reporting person (see instructions):
CO
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This Amendment No. 4 constitutes the final amendment to the Tender Offer
Statement on Schedule 14D-1 filed with the Securities and Exchange Commission
(the "Commission") on June 10, 1999 (as amended by Amendment No. 1 to the
Schedule 14D-1 filed with the Commission on June 22, 1999, Amendment No. 2 to
the Schedule 14D-1 filed with the Commission on June 25, 1999 and Amendment No.
3 to the Schedule 14D-1 filed with the Commission on July 9, 1999, the "Schedule
14D-1") relating to the cash tender offer by Vision Acquisition Corporation, a
Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Avery
Dennison Corporation, a Delaware corporation ("Parent") to purchase all of the
outstanding shares of common stock, par value $.01 per share, of Stimsonite
Corporation, a Delaware corporation (the "Company") at a purchase price of
$14.75 per Share, net to the seller in cash (subject to applicable withholding
of taxes), without any interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated June 10, 1999 (the "Offer to
Purchase"), and the related Letter of Transmittal. Capitalized terms used and
not defined herein shall have the meanings given to them in the Offer to
Purchase.
ITEM 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
Item 5 of the Schedule 14D-1 is hereby amended and supplemented
as follows:
On July 12, 1999, Parent announced that it had merged Purchaser, a
wholly-owned subsidiary of Parent, with and into the Company (the "Merger") with
the Company continuing as the surviving corporation in the Merger. Because
Parent had acquired at least 90% of each class of the outstanding Shares, the
Merger was effected without a meeting of stockholders of the Company pursuant to
the "short-form" merger procedure permitted under Section 253 of the Delaware
General Corporation Law. As a result of the Merger, the Company became a
wholly-owned subsidiary of Parent and each outstanding Share (other than Shares,
if any, owned by stockholders who choose to dissent and demand appraisal of
their Shares in accordance with the Delaware General Corporation Law) shall be
canceled, extinguished and converted into the right to receive $14.75 per Share
in cash, without interest, less any applicable withholding of taxes. The
consummation of the Merger was publicly announced in a press release issued by
Parent on July 12, 1999, a copy of which is set forth in Exhibit (a)(11) hereto
and incorporated by reference herein.
Purchaser filed a Certificate of Ownership and Merger in the Office of
the Secretary of State of the State of Delaware. Such Certificate of Ownership
and Merger is included as Exhibit (a)(12) and is incorporated herein by
reference.
Parent has requested that trading of the Shares be halted on the
Nasdaq National Market and intends to file a Form 15 to delist the Shares with
the Commission.
ITEM 6. Interest in Securities of the Subject Company.
Item 6 of the Schedule 14D-1 is hereby amended and supplemented
as follows:
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Pursuant to the Offer, which expired at 12:00 Midnight, New York City
time, on Thursday, July 8, 1999, Purchaser ultimately acquired 8,307,660 Shares
(which includes 807,134 Shares subject to guaranty of delivery). Such Shares
represent approximately 98.4% of all Shares outstanding at such time.
The information provided in this Amendment No. 4 under Item 5 is
incorporated herein by reference.
ITEM 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented as follows:
Exhibit (a)(11). Press Release issued by Parent on July 12, 1999.
Exhibit (a)(12). Certificate of Ownership and Merger.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Amendment No. 4
to the Schedule 14D-1 is true, complete and correct.
Dated: July 12, 1999
VISION ACQUISITION CORPORATION
By: /s/ Robert G. van Schoonenberg
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Name: Robert G. van Schoonenberg
Title: President
AVERY DENNISON CORPORATION
By: /s/ Robert G. van Schoonenberg
-----------------------------------
Name: Robert G. van Schoonenberg
Title: Senior Vice President, General
Counsel and Secretary
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Exhibit (a)(11)
FOR IMMEDIATE RELEASE
AVERY DENNISON COMPLETES
STIMSONITE ACQUISITION
PASADENA, Calif. and NILES, Ill. -- July 12, 1999. Avery Dennison
Corporation (NYSE/PSE:AVY) announced today that its acquisition of Stimsonite
Corporation (NASDAQ:STIM) has been completed. Stimsonite has been merged with a
wholly-owned subsidiary of Avery Dennison, and each share of common stock of
Stimsonite not previously purchased in Avery Dennison's tender offer has been
converted into the right to receive $14.75 in cash, net to the seller, without
interest. The definitive merger agreement was announced on June 4, 1999.
"Stimsonite's strong brand name and reputation for high-performance,
innovative products perfectly complement Avery Dennison's reflective materials
business," said Philip M. Neal, president and chief executive officer of Avery
Dennison. "This transaction provides an ideal combination of market strengths,
technologies, products, and distribution capabilities to drive our growth in a
variety of industries. We look forward to developing new business opportunities
that will result from Stimsonite's proprietary microreplication technology."
Avery Dennison develops, manufactures and markets innovative self-adhesive
solutions for consumer products and label systems. Based in Pasadena, Calif.,
the Company had 1998 sales of $3.5 billion and makes a wide range of products
for consumer and industrial markets, including Avery-brand office products,
Fasson-brand self-adhesive materials, peel-and-stick postage stamps, battery
labels, automated retail tag and labeling systems, and specialty tapes and
chemicals.
Stimsonite Corporation, based in Niles, Ill., is a leading worldwide
manufacturer and marketer of reflective safety products for the transportation
industry and a pioneer in microreplication technology for a diverse range of
industries. Stimsonite products include raised reflective pavement markers,
work zone markers, highway delineators and state-of-the-art high performance
optical films for use in the construction of highway signs. In 1998, the
company generated sales of $87.4 million, net income of $4.9 million, and cash
flow from operations of $6.3 million.
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EXHIBIT (a)(12)
CERTIFICATE OF OWNERSHIP AND MERGER
of
VISION ACQUISITION CORPORATION
(a Delaware corporation)
with and into
STIMSONITE CORPORATION
(a Delaware corporation)
VISION ACQUISITION CORPORATION DOES HEREBY CERTIFY:
1. That the constituent business corporations participating in the merger
herein certified are as follows:
(i) Vision Acquisition Corporation ("Vision"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware (the "DGCL"); and
(ii) Stimsonite Corporation (the "Corporation"), a corporation organized
and existing under and by virtue of the DGCL.
2. That Vision owns more than 90% of the outstanding shares of capital
stock of the Corporation.
3. That Vision, by resolution of its Board of Directors (attached hereto
as Annex A and incorporated herein by reference), duly adopted by unanimous
written consent on June 2, 1999, determined to merge Vision with and into the
Corporation pursuant to Section 253 of the DGCL (the "Merger").
4. The Corporation will be the surviving corporation of the Merger.
5. The Certificate of Incorporation of the Corporation as in effect
immediately prior to the effective time of the Merger shall be the Certificate
of Incorporation of the surviving corporation.
6. The executed Agreement and Plan of Merger among the constituent
corporations and Avery Dennison Corporation is on file at the principal place of
business of the aforesaid surviving corporation.
7. The Merger has been approved by Avery Dennison Corporation, a
corporation organized and existing under and by virtue of the DGCL, which is the
sole stockholder of Vision and which consented to the Merger in writing and
waived a stockholders' meeting.
8. The Merger shall become effective at the time and date of filing of
this Certificate of Ownership and Merger in the Department of State of the State
of Delaware.
[Signature Page Follows]
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IN WITNESS WHEREOF, VISION ACQUISITION CORPORATION has caused this
Certificate of Ownership and Merger to be signed by Robert G. van Schoonenberg,
its President as set forth below.
Dated: July 9, 1999
/s/ Robert G. van Schoonenberg
_________________________________
Name: Robert G. van Schoonenberg
Title: President
2
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ANNEX A
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WHEREAS, there has been discussed with the Board of Directors of Vision
(the "Board"), a form of Agreement and Plan of Merger (the "Merger Agreement")
by and among Avery Dennison Corporation, a Delaware corporation ("Parent") and
the sole parent of Merger Sub, and the Corporation, providing for, among other
things, (i) the commencement by Vision of a cash tender offer for all issued and
outstanding shares of common stock, par value $0.01 per share ("Common Stock"),
of the Corporation at a price of $14.75 per share (the "Offer"), and (ii) the
subsequent merger (the "Merger") of Vision with and into the Corporation in
accordance with the DGCL;
Approval of Merger, Offer Documents and Merger and Tender Agreements
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NOW, THEREFORE, BE IT RESOLVED, that the Board hereby approves the terms of
the Offer to Purchase and related Letter of Transmittal (which together
constitute the "Offer Documents"), the Merger Agreement and the Tender
Agreement, each substantially in the form as discussed with the Board;
RESOLVED FURTHER, that the terms and conditions of the Merger are as
follows:
(i) Following the Merger, the Corporation shall continue as the surviving
corporation and shall succeed to and assume all the property,
liabilities and obligations of Vision in accordance with the DGCL,
and the separate corporate existence of Vision shall cease;
(ii) Each share of common stock, par value $0.01 per share, of Vision
issued and outstanding immediately prior to the effective time of the
Merger (the "Effective Time") shall be converted into one issued and
outstanding share of Common Stock, and from and after the Effective
Time, the holders of all said issued and outstanding shares of common
stock of Vision shall automatically be and become holders of shares
of the Corporation upon the basis specified;
(iii) At the Effective Time, the directors and officers of Vision
immediately prior to the Effective Time shall become the directors
and officers of the surviving corporation until their successors are
duly elected and qualified;
A-1
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(iv) Each share of Common Stock issued and outstanding immediately prior
to the Effective Time that is owned by the Corporation or any
subsidiary of the Corporation or by Parent, Vision or any other
subsidiary of Parent (other than shares held in trust accounts,
managed accounts, custodial accounts and the like that are
beneficially owned by third parties) shall automatically be canceled
and retired and shall cease to exist, and no cash or other
consideration shall be delivered or deliverable in exchange therefor;
(v) Each share of Common Stock issued and outstanding immediately prior
to the Effective Time that is not owned by the Corporation or any
subsidiary of the Corporation or by Parent, Vision or any other
subsidiary of Parent shall be converted into the right to receive
from the Corporation without any interest thereon the amounts paid by
Vision for shares in the Corporation pursuant to a tender offer (the
"Merger Consideration"). As of the Effective Time, all such shares of
Common Stock shall no longer be outstanding and shall automatically
be canceled and retired and shall cease to exist, and each holder of
a certificate representing any such shares of Common Stock shall
cease to have any rights with respect thereto, except the right to
receive the Merger Consideration;
(vi) Notwithstanding anything herein to the contrary, any issued and
outstanding shares of Common Stock with respect to which appraisal
rights have been properly demanded and exercised pursuant to Delaware
law shall become the right to receive such consideration as may be
determined to be due with respect to such shares pursuant to the laws
of the State of Delaware; provided, however, that if any such holder
of demand appraisal rights fails to perfect or effectively withdraws
or loses such right, such shares shall be deemed to be converted as
of the Effective Time into the right to receive the Merger
Consideration;
(vii) At the Effective Time, each holder of a then-outstanding option to
purchase shares of Common Stock under any plan, program or
arrangement of the Corporation, whether or not then exercisable,
shall receive for each share of Common Stock subject to such option
an amount (subject to any applicable withholding tax) in cash equal
to the difference between the Merger Consideration and the per share
exercise price of such option to the extent such difference is a
positive number. Upon receipt of the option consideration therefor,
each option shall be deemed canceled and shall be deemed a release of
any and all rights the holder had or may have had in respect of such
option; and
(viii)The name of the surviving corporation in the Merger is Stimsonite
Corporation, which will continue its existence as said surviving
corporation under its present name upon the effective date of the
Merger pursuant to the provisions of the DGCL.
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