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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
NEW WEST EYEWORKS, INC.
(Name of Subject Company)
NEW WEST EYEWORKS, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
649156 10 6
(CUSIP Number of Class of Securities)
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BARRY J. FELD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NEW WEST EYEWORKS, INC.
2104 WEST SOUTHERN AVENUE
TEMPE, ARIZONA 85282
(602) 438-1330
(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:
MARC C. KRANTZ, ESQ.
KOHRMAN JACKSON & KRANTZ P.L.L.
ONE CLEVELAND CENTER, 20TH FLOOR
CLEVELAND, OHIO 44114
(216) 736-7204
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This Amendment No. 2 amends and supplements the information contained in
the Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934 on Schedule 14D-9 filed with the Securities and
Exchange Commission (the "Commission") on July 20, 1998, as amended by Amendment
No. 1 filed with the Commission on August 13, 1998 (as amended, the
"Statement"), by New West Eyeworks, Inc., a Delaware corporation ("New West").
The Statement relates to the tender offer by NW Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of National Vision
Associates, Ltd., a Georgia corporation ("National Vision"), disclosed in the
Tender Offer Statement on Schedule 14D-1 dated July 20, 1998, as amended, to
purchase all of the outstanding shares of New West's common stock, par value
$0.01 per share (the "Shares"), upon the terms and subject to the conditions set
forth in the Offer to Purchase dated July 20, 1998, as amended, and the related
Letter of Transmittal. Capitalized terms not defined in this Amendment No. 2
have the meanings specified in the Statement.
ITEM 2. TENDER OFFER OF BIDDER.
On October 5, 1998, National Vision and Purchaser filed with the Commission
and distributed to New West stockholders a Change of Offer Price and Third
Extension of Expiration Date reducing the Offer Price from $13.00 per Share to
$11.50 per Share, net to sellers in cash (the "Amended Offer Price"), and
further extending the Expiration Date to Midnight, Eastern Time, on October 22,
1998 (the "Amended Offer"). The Amended Offer reflects the terms of the First
Amendment to Agreement and Plan of Merger described below under The Amended
Merger Agreement.
ITEM 3. IDENTITY AND BACKGROUND.
THE AMENDED MERGER AGREEMENT
National Vision, the Purchaser and New West entered into the First
Amendment to Agreement and Plan of Merger on October 5, 1998 (the "Amended
Merger Agreement"), which amends certain provisions of the Merger Agreement. The
Amended Merger Agreement provides that the Merger Agreement and any exhibits
will be amended to reflect the change in the Offer Price from $13.00 to $11.50,
and all references to the Offer and the Merger will refer to the Amended Offer
and the Merger providing for the payment of the Amended Offer Price. The Amended
Merger Agreement became effective upon the execution and delivery of the
Purchase Agreement relating to National Vision's offering (the "Note Offering")
of its Senior Notes due 2005 (the "National Vision Notes"), which occurred later
in the day on October 5, 1998. If there is any inconsistency between the terms
of the Merger Agreement and the terms of the Amended Merger Agreement, the terms
of the Amended Merger Agreement control.
In the Amended Merger Agreement, National Vision affirmed that it was not
aware of any facts that would establish a basis pursuant to paragraphs (c) or
(f) of Exhibit A to the Merger Agreement (which relate to material adverse
changes with respect to New West and the continuing accuracy of the
representations and warranties and the performance of all agreements of New West
contained in the Merger Agreement) upon which to terminate the Offer, or not to
accept for payment or pay for Shares tendered pursuant to the Amended Offer.
National Vision and the Purchaser further agreed that they will only terminate
or fail to complete the Amended Offer pursuant to the conditions contained in
paragraphs (c) or (f) based on facts arising after October 5, 1998 (or facts
arising prior to that date that are concealed from National Vision) that do not
arise from the Amended Merger Agreement, including without limitation, any
action or proceeding before any governmental entity with respect to the Amended
Offer, the Merger or the Amended Merger Agreement. In addition, National Vision
and the Purchaser agreed that the conditions of the Amended Offer contained in
paragraph (d)(ii) of Exhibit A of the Merger Agreement (which relates to
termination or amendment of the Offer upon the occurrence of material adverse
changes in the financial markets, commodities markets or major stock exchange
indices in the United States) will, upon the completion of the Note Offering,
apply only to facts or circumstances arising after the completion of the Note
Offering.
The Amended Merger Agreement also provides that the net proceeds from the
sale of the National Vision Notes, in an amount sufficient to satisfy National
Vision's and the Purchaser's obligations under the Amended Merger Agreement,
will be held by National Vision in a segregated account and used only to satisfy
National
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Vision's and the Purchaser's obligations under the Amended Merger Agreement or
until the Amended Merger Agreement is terminated according to its terms.
THE AMENDED STOCK TENDER AND RELATED AGREEMENTS
Stock Tender Agreement. The Committed Stockholders of New West have
executed the Amended Merger Agreement solely for the purpose of agreeing to
promptly enter into amended agreements reflecting the Amended Offer Price
substantially in the forms of the Tender Agreement, the Preferred Conversion
Agreements and the Warrant Exercise Agreements. These agreements relate to the
tendering of Shares owned or controlled by the Committed Stockholders, the
conversion of Convertible Preferred Stock owned by the Committed Stockholders
into Shares and the tendering of all of these Shares and the exercise of New
West Warrants held by the Committed Stockholders for Shares and the tendering of
all these Shares. These agreements are more fully described in the Statement
filed with the Commission on July 20, 1998 under The Stock Tender and Related
Agreements -- Stock Tender Agreement.
Preferred Stock Conversion and Warrant Exercise Agreements. In addition to
the amended agreements to be entered into by the Committed Stockholders, New
West agreed to use its best efforts to cause all other holders of the
Convertible Preferred Stock and New West Warrants to promptly execute amended
letter agreements to provide that the outstanding Convertible Preferred Stock
and the New West Warrants will be converted or exercised simultaneously with the
closing of the Amended Offer and the purchase of the Shares in the Amended Offer
and the Shares issuable upon such conversion or exercise will be tendered in the
Amended Offer. These agreements are more fully described in the Statement filed
with the Commission on July 20, 1998 under The Stock Tender and Related
Agreements -- Preferred Stock Conversion and Warrant Exercise Agreements.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
BACKGROUND
To the extent any of the following information describes events to which
neither New West nor its advisors were a party, it is based on information
provided by National Vision.
After the execution of the Merger Agreement on July 13, 1998, National
Vision, the Purchaser and New West proceeded to take actions necessary to allow
the Offer and Merger to be consummated at the earliest practicable time. These
actions included: (a) commencing the Offer, (b) pursuing financing for the Offer
and Merger, and (c) making required filings under the HSR Act.
Throughout the month of August and the first half of September, National
Vision worked with Schroder & Co. Inc. ("Schroder") and its two co-managers,
their legal counsel and National Vision's independent accountants and legal
counsel, to prepare an offering memorandum for the Note Offering.
National Vision extended the Offer from August 17 to September 28, 1998 to
allow National Vision more time to satisfy the Financing Condition. The HSR Act
waiting period expired on September 18, 1998. Therefore, that condition to the
Offer has been satisfied.
Representatives of National Vision and Schroder met with potential
institutional purchasers of the National Vision Notes from September 17 through
September 29, 1998. During these meetings, it became evident to National Vision
and Schroder that the severe volatility in the financial markets during August
and early September was having a substantial impact on the demand for high yield
debt, such as the National Vision Notes. As a result, the likelihood of success
in placing the National Vision Notes was substantially less than expected at the
time the Merger Agreement was executed in July 1998. In addition, for National
Vision and Schroder to successfully market the Note Offering, the National
Vision Notes would have to carry an interest rate substantially higher than
expected.
During mid-August to mid-September, National Vision continually explored
other potential sources of financing for the Offer and Merger, but no
alternatives proved feasible.
On September 25, 1998, Barry J. Feld, President and Chief Executive Officer
of New West, discussed with James W. Krause, Chairman and Chief Executive
Officer of National Vision, National Vision's progress with the
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Note Offering. Mr. Krause informed Mr. Feld that it had become clear that the
volatility of the financial markets was negatively impacting National Vision's
proposed Note Offering. Mr. Krause stated that National Vision was having
difficulty soliciting interest in the transaction and that it might be necessary
for National Vision to decrease the Offer Price to complete the Note Offering.
Mr. Feld responded that New West would not consider reducing the $13.00 Offer
Price. Messrs. Feld and Krause had several continuing discussions on September
28 and 29, 1998. In these discussions, Mr. Krause broached the possibility of
reducing the Offer Price and adding a National Vision debt component. Mr. Feld
again responded that New West would not renegotiate the Offer Price. Mr. Krause
did not propose a price to which the Offer Price would be reduced in any of
these conservations.
On October 1, 1998, R. Douglas Carleton, a representative of Schroder,
called Ronald E. Weinberg, Chairman of the Board of New West, to discuss the
progress of the Note Offering. Mr. Carleton indicated that, due to poor
conditions in both the debt and equity markets, National Vision was having
difficulty pricing the Note Offering in an acceptable range. Mr. Carleton
suggested to Mr. Weinberg that the New West Board of Directors consider the
possibility that a portion of the Offer Price be paid in National Vision common
stock. Mr. Weinberg stated that the agreed-to $13.00 cash Offer Price was firm.
On Friday, October 2, 1998, Mr. Feld had conversations with Mr. Krause and
Jed Sherwindt, a representative of Schroder. Messrs. Krause and Sherwindt
indicated to Mr. Feld that National Vision was considering formally proposing
that the Merger Agreement be amended to reflect an offer price of $12.50 or
$12.00 per Share. On the same day, Mr. Carleton informed Mr. Weinberg that
National Vision might be unwilling to complete the Note Offering because of the
prevailing high interest rate environment. Mr. Carleton stated that it was very
unlikely that National Vision would be able to complete the Note Offering at an
effective interest rate below 13% per year, which would negatively impact
National Vision's earnings per share. Mr. Carleton told Mr. Weinberg that the
Board of Directors of National Vision would be meeting later that day to discuss
the transaction, and that Mr. Carleton would contact Mr. Weinberg upon
completion of the meeting. Later on Friday, Mr. Carleton told Mr. Weinberg that
the Board of Directors of National Vision had met and agreed to reconvene their
meeting the next day. Messrs. Weinberg and Feld contacted all of the other
members of the Board of Directors of New West to apprise them of the status of
the transaction. Based on these conversations, Messrs. Weinberg and Feld entered
into price negotiations with representatives of National Vision.
During the course of discussions with Mr. Weinberg on Saturday, Mr.
Carleton indicated that the National Vision Board of Directors had considered
proposing a reduction in the offer price to $10.50 in cash with $1.00 in
subordinated debt. After conferring with several members of New West's Board,
Mr. Weinberg indicated to Mr. Carleton that the proposed reduction was
unacceptable and suggested $12.00 in cash plus $0.50 in debt from the Note
Offering or a warrant to purchase common stock of National Vision. After
completing his discussions with Mr. Carleton, Mr. Weinberg again contacted each
of the members of the Board of Directors of New West to update them regarding
his conversations with Mr. Carleton. Subsequently, the Board of Directors of
National Vision continued their meeting on Saturday.
On Sunday, October 4, 1998, Mr. Carleton called Mr. Weinberg with National
Vision's final offer. Mr. Carleton stated that the Board of Directors of
National Vision had concluded that National Vision could pay $11.50 in cash, but
no more. Mr. Carleton indicated that National Vision would elect to terminate
the Offer if New West did not agree to the reduced price. Mr. Weinberg apprised
each of the members of New West's Board of Directors of the status of the
transaction and scheduled a New West Board meeting to be held later that day.
Sunday evening, a representative of EVEREN Securities, Inc. ("EVEREN"), New
West's financial advisor, indicated to Mr. Weinberg that EVEREN could issue an
opinion that, based upon and subject to certain considerations and assumptions,
the reduced consideration to be received by the stockholders of New West is fair
from a financial point of view to the stockholders. EVEREN indicated that this
view was preliminary and subject to completion of analysis and internal review
by EVEREN. Later that night, the Board of Directors of New West met by telephone
with their legal counsel and financial advisors to reach a decision concerning
the proposed reduction in the Offer Price. Fredric M. Roberts, President of
FMRC, an investment banking firm retained by New West in connection with the
Offer, reported to the Board that the present market conditions make offering
high yield debt securities such as the National Vision Notes difficult, if not
impossible. Mr. Roberts also reported that the price of retail eyecare stocks
other than New West had fallen approximately 40% since the signing of the
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Merger Agreement. Mr. Feld stated his belief that National Vision would not
proceed with the Offer if the Offer Price remained at $13.00. Marc C. Krantz, a
partner of Kohrman Jackson & Krantz P.L.L., New West's legal counsel, informed
the Board that a representative of National Vision had stated to him that
National Vision would take the position that if the Offer was not completed it
would be due to a "material adverse change in the financial markets" under the
terms of the Merger Agreement that would not require National Vision to pay to
New West the $3.5 million termination fee that would become due if the Financing
Condition had not been met. Mr. Krantz advised the Board that it was likely that
litigation would be necessary to recover the termination fee, and while he
believed that New West would ultimately prevail in any litigation, there could
be no guarantee regarding when the litigation would be concluded or how much of
the termination fee, if any, a court would award to New West. The Board then
unanimously: (a) approved the Amended Offer subject to receipt of EVEREN's
updated Fairness Opinion; (b) delegated authority to Messrs. Weinberg and Feld
to conduct final negotiations with respect to an amendment to the Merger
Agreement reducing the Offer Price, extending the Expiration Date and deleting
certain conditions to the Offer; and (c) determined that the terms of the
Amended Offer were fair to and in the best interest of the stockholders of New
West and recommended that the stockholders of New West accept the Amended Offer
and tender their Shares to Purchaser pursuant to the Amended Offer.
Negotiations continued between New West's and National Vision's counsel
through the morning of Monday, October 5. Before the opening of stock trading on
Monday, New West contacted the Nasdaq Stock Market and the Pacific Stock
Exchange to notify them of the impending Amended Offer. As a result, the start
of trading in New West's stock was delayed. The final form of the Amended Merger
Agreement, which reflected the instructions given by the full Board of Directors
of New West on Sunday, was approved by Messrs. Weinberg and Feld pursuant to the
authority conferred upon them by the Board. Executed copies of the Amended
Merger Agreement were delivered early in the afternoon. Shortly after that, New
West and National Vision issued a joint press release publicly announcing the
amendment to the Merger Agreement.
Later in the day on October 5, National Vision issued a press release
stating it had agreed to complete the Note Offering at an effective interest
rate of 13% per year. In the press release, National Vision stated that it
expected to close the Note Offering later in the week of October 5, 1998. The
Financing Condition will be satisfied upon completion of the Note Offering. In
addition, the conditions of the Amended Offer contained in paragraph (d)(ii) of
Exhibit A of the Merger Agreement (which relates to termination or amendment of
the Offer upon the occurrence of material adverse changes in the financial
markets, commodities markets or major stock exchange indices in the United
States) will, upon the completion of the Note Offering, apply only to facts or
circumstances arising after the completion of the Note Offering.
RECOMMENDATION OF BOARD
At its meeting held on October 4, 1998, as discussed above, the New West
Board of Directors unanimously approved and adopted the Amended Offer and
determined that the terms of the Amended Offer were fair to and in the best
interest of the stockholders of New West and recommended that the stockholders
of New West accept the Amended Offer and tender their Shares to Purchaser
pursuant to the Amended Offer. In making its recommendations to the stockholders
of New West with respect to the Amended Offer, the Board considered a number of
factors, including the following: (a) the Amended Offer Price compared to the
expected market value of the Shares if the Offer was terminated and New West
remained independent; (b) the adverse developments in the financial markets
since the date the Merger Agreement was executed; (c) the difficulty National
Vision experienced with the Note Offering; (d) the advice of FMRC with respect
to the transaction and the condition of the financial markets; (e) EVEREN's
indication that it would be able to deliver an opinion that the consideration to
be received by the Stockholders of New West pursuant to the Amended Offer is
fair from a financial point of view to the Stockholders; (f) the advice of its
legal counsel that litigation would be necessary to recover the $3.5 million
termination fee and that there could be no guarantee that the litigation would
be successful; (g) National Vision's agreement that it could not rely on certain
facts arising on or prior to the date of the Amended Merger Agreement to
terminate the Amended Offer; and (h) the factors previously enumerated in the
Statement under The Solicitation or Recommendation -- Recommendation of Board.
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On October 5, 1998, EVEREN completed its analysis and internal review and
delivered a copy of its updated Fairness Opinion to New West. A copy of EVEREN's
updated Fairness Opinion relating to the Amended Offer is attached to this
Statement and is incorporated by reference. YOU SHOULD READ THE FULL TEXT OF THE
UPDATED FAIRNESS OPINION IN CONJUNCTION WITH THIS STATEMENT. The updated
Fairness Opinion contains a description of procedures followed, assumptions and
qualifications made, matters considered and limitations on the review undertaken
by EVEREN. In considering the opinion, the Board was aware that upon its
delivery, EVEREN became entitled to certain fees described in Item 5 below in
connection with its engagement by New West and that, in addition, EVEREN
expressed no opinion or recommendation as to whether the stockholders of New
West should accept the Amended Offer.
This discussion of the information and factors considered and given weight
by the Board is not intended to be exhaustive. In view of the variety of factors
considered in connection with its evaluation of the Amended Offer, the Board did
not find it practicable to, and did not, quantify or otherwise assign relative
weights to the specific factors considered in reaching its determination. In
addition, individual members of the Board may have given different weights to
different factors.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
New West engaged EVEREN to render an updated Fairness Opinion in connection
with the Amended Offer. In addition to the $200,000 that New West agreed to pay
EVEREN for the Fairness Opinion included in the Statement filed with the
Commission on July 20, 1998, New West has agreed to pay EVEREN $50,000 upon the
closing of the Amended Offer in connection with EVEREN's update of the Fairness
Opinion. New West has also agreed to reimburse EVEREN for its reasonable
expenses not to exceed $10,000 and to indemnify EVEREN against certain
liabilities arising out of or in connection with its engagement, including
liabilities under federal securities laws.
New West engaged FMRC to assist the Board in evaluating potential
transactions. If the transaction contemplated by the Amended Merger Agreement is
consummated, New West will pay FMRC a fee of approximately $1.6 million, reduced
from $2.0 million if the Offer had been completed at the original $13.00 Offer
Price. In addition, New West has agreed to reimburse FMRC for its reasonable
expenses and to indemnify FMRC against certain liabilities arising out of or in
connection with its engagement, including liabilities under federal securities
laws.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed with this Statement:
Exhibit 14: First Amendment to Agreement and Plan of Merger, dated as of
October 5, 1998, among National Vision Associates, Ltd., NW
Acquisition Corp. and New West Eyeworks, Inc. (incorporated by
reference to Exhibit (a)(13) of Amendment No. 3 to the Schedule
14D-1 (the "Amended Schedule 14D-1") of National Vision Associates,
Ltd. and NW Acquisition Corp. filed with the Securities and
Exchange Commission on October 5, 1998).
Exhibit 15: Change of Offer Price and Third Extension of Expiration Date
(incorporated by reference to Exhibit (a)(15) of the Amended
Schedule 14D-1).
Exhibit 16: Text of Press Release dated October 5, 1998 issued by National
Vision Associates, Ltd. and New West Eyeworks, Inc. relating to the
change in Offer Price and extension of Expiration Date
(incorporated by reference to Exhibit (a)(14) of the Amended
Schedule 14D-1).
Exhibit 17: Text of Press Release dated October 5, 1998 issued by National
Vision Associates, Ltd. relating to the Note Offering. *
Exhibit 18: Opinion dated October 5, 1998 of EVEREN Securities, Inc. **
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* Filed with the Commission as an Exhibit to this Statement.
** Included in documents sent to stockholders of New West.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 2 to Schedule 14D-9
is true, complete and correct.
Dated October 6, 1998
New West Eyeworks, Inc.
/s/ BARRY J. FELD
----------------------------------------
By Barry J. Feld, President and Chief
Executive Officer
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EVEREN SECURITIES LOGO
October 5, 1998
Board of Directors
New West Eyeworks, Inc.
2104 West Southern Avenue
Tempe, AZ 85282
Gentlemen:
We understand that New West Eyeworks, Inc. ("NEWI") has agreed to sell all
of its issued and outstanding shares of Common Stock, par value $0.01 per share
(the "Common Stock"), to National Vision Associates, Ltd., ("NVAL"). Pursuant to
the Agreement and Plan of Merger dated July 13, 1998 and the First Amendment to
Agreement and Plan of Merger dated October 5, 1998 (together, the "Merger
Agreement") among NEWI, NVAL, and NVAL's wholly owned subsidiary, NW Acquisition
Corp. ("Merger Sub"), NVAL proposes to cause Merger Sub to commence a tender
offer (the "Tender") to acquire all of NEWI's issued and outstanding shares of
Common Stock for $11.50 per share in cash (the "Consideration"). Certain
stockholders of the Company agreed to tender their shares pursuant to lock-up
agreements.
We also understand that following the Tender, Merger Sub will merge with
and into NEWI (the "Merger"), and any remaining stockholders, subject to the
rights of Dissenting Stockholders (as such term is defined in the Merger
Agreement), will receive the Consideration in cash in connection with the
Merger. The Tender and subsequent Merger are defined herein as the Transaction.
You have requested our opinion as to whether the Consideration to be
received by the stockholders of NEWI in the Transaction is fair, from a
financial point of view, to the stockholders of NEWI as of the date hereof.
For the purposes of the opinion set forth herein, we have, among other
things,
<TABLE>
<S> <C>
(i) reviewed the Merger Agreement;
(ii) reviewed the First Amendment to Merger Agreement dated
October 5, 1998;
(iii) reviewed NEWI's annual report on Form 10-K for the year
ended December 27, 1997, and NEWI's Form 10-Q for the three
month periods ended March 28, 1998, and June 27, 1998;
(iv) reviewed certain non-public operating and financial
information, including financial projections, relating to
NEWI's business prepared by management of NEWI;
(v) interviewed certain members of NEWI's management to discuss
its operations, financial statements, and future prospects;
(vi) reviewed publicly available financial data and stock market
performance data of other eyewear retailers which we deemed
comparable to NEWI;
(vii) reviewed the terms of selected recent acquisitions of
companies which we deemed generally comparable to NEWI;
(viii) reviewed the historical stock prices and reported traded
volumes of NEWI's Common Stock; and
(ix) conducted such other studies, analyses, inquiries and
investigations as we deemed appropriate.
</TABLE>
In arriving at our opinion, we have considered such factors as we have
deemed relevant including, but not limited to: (i) the market value of publicly
held companies we deemed comparable to NEWI relative to sales, earnings before
interest, taxes, depreciation and amortization ("EBITDA"), earnings before
interest and taxes ("EBIT") and net income, (ii) the transaction values on
business combinations which we believe comparable to
EVEREN SECURITIES, INC.
77 West Wacker Drive Chicago, IL 60601-1694 Tel (312) 574-6000
Member New York Stock Exchange and other principal exchanges
<PAGE> 9
EVEREN SECURITIES LOGO
New West Eyeworks, Inc.
October 5, 1998
Page 2
NEWI relative to sales, EBITDA, EBIT and net income, (iii) premiums in recent
merger transactions of comparable size, (iv) the historical market prices and
trading volume of the Common Stock of NEWI, and (v) other items we deemed to be
relevant.
During our review, we have, with your consent, relied upon and assumed,
without independent verification, the accuracy and completeness of the financial
and other information provided, and have further relied upon the assurances of
management that they are unaware of any facts that would make the information
provided to us to be incomplete or misleading for the purposes of this opinion.
Although our opinion does not encompass forward looking valuation techniques
such as discounted cash flow analysis, we have assumed that the financial
projections which we reviewed to have been reasonably prepared on bases
reflecting the best currently available estimates and judgments of the future
financial performance of each company. Our opinion is necessarily based on the
economic, market, and other conditions as in effect on, and the information made
available to us as of, the date hereof. In arriving at our opinion, we have not
performed any independent appraisal of the assets of NEWI. We disclaim any
undertaking or obligation to advise any person of any change in any fact or
matter affecting our opinion which may come or be brought to our attention after
the date of this opinion.
We have acted as financial advisor to the Board of Directors of NEWI in
connection with this opinion and will receive a fee for our services.
It is understood that this opinion will be included in its entirety in a
proxy statement or other document distributed to the stockholders of NEWI in
connection with the Transaction and this constitutes our express written
approval for that purpose. It is understood that this opinion shall be used by
you solely in connection with your consideration of the fairness of the
Transaction to the stockholders of NEWI and for no other purpose, and NEWI will
not furnish this opinion or any other material prepared by us to any other
person or use or refer to this opinion for any other purpose without our prior
written approval. However, no summary of, or excerpt from, this opinion may be
used, and no published public reference (other than as provided in the preceding
sentence) to this opinion may be made except with our prior express approval.
This opinion does not constitute a recommendation to any stockholder of
NEWI as to whether such stockholder should tender his shares, or as to any other
actions which such stockholder should take in conjunction with the Transaction.
This opinion relates solely to the question of fairness to the NEWI
stockholders, from a financial point of view, of the Transaction as currently
proposed. Further, we express no opinion herein as to the structure, terms or
effect of any other aspect of the Transaction, including, without limitation,
any effects resulting from the application of any bankruptcy, fraudulent
conveyance or other federal or state insolvency law or of any pending or
threatened litigation affecting NEWI.
Based on the foregoing, we are of the opinion that the Consideration to be
received by the stockholders of NEWI in the Transaction is fair, from a
financial point of view, to the stockholders of NEWI as of the date hereof.
Very truly yours,
EVEREN Securities, Inc.
By: /s/MAURY J. BELL
Maury J. Bell
Senior Managing Director
<PAGE> 1
Exhibit 17
NATIONAL VISION ASSOCIATES, LTD. ANNOUNCES PLACEMENT OF $125 MILLION
SENIOR NOTES DUE 2005
LAWRENCEVILLE, Georgia -- National Vision Associates, Ltd. (Nasdaq: NVAL ) today
announced that it had agreed to privately place $125 million face amount of its
Senior Notes due 2005 at an effective yield to maturity of 13%. The Company is
placing the Notes in connection with the tender offer it is making for all the
common stock, options and warrants of New West Eyeworks, Inc. The placement is
subject to customary terms and conditions.
If the placement is closed as expected, the financing condition to the tender
offer will be satisfied. Earlier today, the Company announced an extension of
that tender offer along with a reduction in the price being offered by the
Company for the common stock of New West.
James W. Krause, Chairman and Chief Executive Officer of the Company, said, "We
are pleased that, in this difficult market, we have been able to place these
Notes. Our job is now to complete our acquisition of New West and to continue
our work to generate value for our shareholders."
The Company further indicated that it expects to close the private placement of
the Notes later this week and to close the tender offer for New West on October
22, 1998, although no assurances could be given as to whether or when these
transactions would close.
Any expectations, beliefs, and other non-historical statements contained in this
press release are forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Act"). Actual results may differ
materially due to a variety of factors that affect the Company. Forward-looking
statements involve risks and uncertainties, including but not limited to, the
uncertainty as to whether the transactions discussed in the press release will
be completed. Such factors are described in a cautionary statement for purposes
of the "Safe Harbor" provisions of the Act, contained in the Company's Report on
Form 10-Q for the second quarter of 1998. Other risks and uncertainties are
detailed from time to time in National Vision's periodic reports filed with the
Securities and Exchange Commission, including Annual Report for 1997 on Form
10-K and first and second quarter 1998 reports on Form 10-Q.
