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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
ORCHARD SUPPLY HARDWARE STORES CORPORATION
(NAME OF SUBJECT COMPANY)
ORCHARD SUPPLY HARDWARE STORES CORPORATION
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
685691107
(CUSIP NUMBER OF CLASS OF SECURITIES)
STEPHEN M. HILBERG
ORCHARD SUPPLY HARDWARE STORES CORPORATION
6450 VIA DEL ORO
SAN JOSE, CALIFORNIA 95119
(408) 281-3500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON FILING THIS STATEMENT)
COPIES TO:
RICHARD J. WELCH, ESQ.
RIORDAN & MCKINZIE
300 SOUTH GRAND AVENUE
29TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 629-4824
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ITEM 1. SECURITY AND SUBJECT COMPANY.
No material change has occurred in the facts set forth in the response to
this item of the Initial Filing.
ITEM 2. TENDER OFFER OF THE BIDDER.
No material change has occurred in the facts set forth in the response to
this item of the Initial Filing.
ITEM 3. IDENTITY AND BACKGROUND.
No material change has occurred in the facts set forth in the response to
this item of the Initial Filing.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
No material change has occurred in the facts set forth in the response to
this item of the Initial Filing.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
No material change has occurred in the facts set forth in the response to
this item of the Initial Filing.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
No material change has occurred in the facts set forth in the response to
this item of the Initial Filing.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
No material change has occurred in the facts set forth in the response to
this item of the Initial Filing.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
No material change has occurred in the facts set forth in the response to
this item of the Initial Filing.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement and Plan of Merger, dated August 14, 1996, by and among the
Company, the Purchaser and the Parent.*+
2. Stockholder Tender and Option Agreement, dated August 14, 1996, by and
among the Purchaser, the Parent, the Company, FS Equity Partners II,
L.P., FS Equity Partners III, L.P. and FS Equity Partners International,
L.P.*+
3. Pages 2 through 11 of the Company's Proxy Statement, dated April 10,
1996.*+
4. Press release issued by the Company and the Parent on August 15, 1996.*+
5. Fairness Opinion of Montgomery, dated August 14, 1996.+
6. Letter to Stockholders, dated August 21, 1996, from Maynard Jenkins,
President and Chief Executive Officer of the Company.+
7. Letter Agreement, dated August 14, 1996, between the Company and Maynard
Jenkins.*+
8. Confidentiality Agreement, dated May 31, 1996, between the Company and
Sears, Roebuck and Co.*+
9. Form of Letter Agreement between the Company and Holders of Options
under the Company's Amended 1989 Nonqualified Stock Option Plan, the
Company's 1993 Non-Employee Directors Stock Option Plan, the Company's
1993 Stock Option Plan and the Company's 1996 Non-Employee Directors
Stock Option Plan.*+
10. Notice and Agreement Regarding Conversion and Tender, dated as of
August 14, 1996, by and among the Company, the Parent, FS Equity
Partners III, L.P., FS Equity Partners International, L.P. and
ChaseMellon Shareholder Services, L.L.C.*+
11. Employment Agreement, dated as of March 22, 1996, by and between the
Company and Dale D. Ward.*+
12. Press release issued by the Company and the Parent on September 9,
1996.*X
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*Not included in copies mailed to stockholders.
+Filed on August 21, 1996 as an exhibit to the Company's Schedule 14D-9.
XIncluded in this filing.
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
accurate.
Dated: September 9, 1996 Orchard Supply Hardware Stores
Corporation
By __________________________________
/s/ Stephen M. Hilberg
Name: Stephen M. Hilberg
Title: Chief Financial Officer
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EXHIBIT INDEX
1. Agreement and Plan of Merger, dated August 14, 1996, by and among the
Company, the Purchaser and the Parent.*+
2. Stockholder Tender and Option Agreement, dated August 14, 1996, by and
among the Purchaser, the Parent, the Company, FS Equity Partners II,
L.P., FS Equity Partners III, L.P. and FS Equity Partners International,
L.P.*+
3. Pages 2 through 11 of the Company's Proxy Statement, dated April 10,
1996.*+
4. Press release issued by the Company and the Parent on August 15, 1996.*+
5. Fairness Opinion of Montgomery, dated August 14, 1996.+
6. Letter to Stockholders, dated August 21, 1996, from Maynard Jenkins,
President and Chief Executive Officer of the Company.+
7. Letter Agreement, dated August 14, 1996, between the Company and Maynard
Jenkins.*+
8. Confidentiality Agreement, dated May 31, 1996, between the Company and
Sears, Roebuck and Co.*+
9. Form of Letter Agreement between the Company and Holders of Options
under the Company's Amended 1989 Nonqualified Stock Option Plan, the
Company's 1993 Non-Employee Directors Stock Option Plan, the Company's
1993 Stock Option Plan and the Company's 1996 Non-Employee Directors
Stock Option Plan.*+
10. Notice and Agreement Regarding Conversion and Tender, dated as of
August 14, 1996, by and among the Company, the Parent, FS Equity
Partners III, L.P., FS Equity Partners International, L.P. and
ChaseMellon Shareholder Services, L.L.C.*+
11. Employment Agreement, dated as of March 22, 1996, by and between the
Company and Dale D. Ward.*+
12. Press release issued by the Company and the Parent on September 9,
1996.*X
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* Not included in copies mailed to stockholders.
+ Filed on August 21, 1996 as an exhibit to the Company's Schedule 14D-9.
X Included in this filing.
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EXHIBIT 12
FOR IMMEDIATE RELEASE SEPTEMBER 9, 1996
WAITING PERIOD OVER FOR SEARS ACQUISITION
OF ORCHARD SUPPLY HARDWARE STORES
HOFFMAN ESTATES, ILL. AND SAN JOSE, CALIF.--Sears, Roebuck and Co. and
Orchard Supply Hardware Stores Corporation jointly announced today that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has
expired with respect to the Merger Agreement dated as of August 14, 1996 among
Sears, Orchard, and Grove Acquisition Corp., a subsidiary of Sears.
Approximately 1,055,198 shares of common stock of Orchard have been tendered
as of September 6, 1996, pursuant to Sears previously-announced tender offer
for all outstanding shares of Orchard common stock.
Orchard Supply Hardware Stores Corporation [NYSE: ORH], through its 61
hardware superstores in California, specializes in serving the needs of the
"fix-it" homeowner focused on repair and maintenance projects.
Sears, Roebuck and Co. [NYSE: S] owns and operates more than 2,300
department and specialty stores in the U.S., including HomeLife furniture,
Sears Hardware, and automotive parts and tire outlets.
