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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
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DEFLECTA-SHIELD CORPORATION
(Name of Subject Company)
DEFLECTA-SHIELD CORPORATION
(Name of Person Filing Statement)
Common Stock, par value $.01 per share
(Title of Class of Securities)
244764 10 6
(CUSIP Number of Class of Securities)
Russell E. Stubbings
President
and
Chief Executive Officer
Deflecta-Shield Corporation
1800 North Ninth Street
Indianola, IA 60016
(515) 961-6100
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person filing statement)
_____________________
Copies to:
John E. Lowe, Esq.
Altheimer & Gray
10 South Wacker Drive
Suite 4000
Chicago, Illinois 60606
(312) 715-4000
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 dated November
25, 1997 (the "Schedule 14D-9") of Deflecta-Shield Corporation, a
Delaware corporation (the "Company") with respect to a tender offer made
by Zephyros Acquisition Corporation, a Delaware corporation
("Purchaser"), which is a wholly-owned subsidiary of Lund International
Holdings, Inc. ("Parent") to purchase all of the outstanding shares of
Common Stock, par value $.01 per share, of the Company (the "Common
Stock" or "Shares") at a price of $16.00 per share net to the seller in
cash upon the terms and subject to the conditions set forth in
Purchaser's Offer to Purchase dated November 28, 1997. Capitalized
terms used herein and not defined herein shall have the meaning ascribed
to them in the Schedule 14D-9 and the schedules attached thereto.
A. Item 3. IDENTITY AND BACKGROUND
1. The first paragraph of Item 3(b)(2) of Schedule 14D-9 is
hereby restated as follows:
"Purchaser and the Company have entered into the Merger Agreement,
the material terms of which are described below. As a condition to
Parent's willingness to enter into the Merger Agreement, Charles S.
Meyer and Mark C. Mamolen (the "Stockholders") entered into Stockholder
Agreements (each, a "Stockholder Agreement") with Parent pursuant to
which each such Stockholder agreed to tender, subject to certain
conditions, all of the Shares held by such Stockholder pursuant to the
terms of the Offer. The aggregate number of Shares to be tendered under
the Stockholder Agreements represents approximately 39.8% of the Shares
outstanding on the date of the Merger Agreement."
2. The paragraph under the subheading "Stock Options" under the
heading "Merger Agreement" in Item 3(b)(2) of the Schedule 14D-9 is
hereby restated as follows:
"At or immediately prior to the Effective Time, each then
outstanding option to purchase Shares (the "Options") granted under the
Company's 1993 Stock Option Plan, its 1996 Stock Option Plan and any
other stock-based incentive plan or arrangement of the Company
(collectively, the "Stock Plans"), whether or not then exercisable or
vested, will be canceled and the Company will purchase options to
purchase 100,000 Shares issued in connection with the acquisition by the
Company of Trailmaster Products, Inc. (the "Trailmaster Options") upon
delivery by the holders thereof of certificates or other documents
representing the Trailmaster Options or reasonable representations or
indemnities of such holders reasonably acceptable to the Company with
respect thereto in connection with such purchase. In consideration of
such cancellation and purchase, the holders of such Options and
Trailmaster Options shall receive for each Share subject to such Option
or Trailmaster Option an amount (subject to any applicable withholding
tax) in cash equal to the excess, if any, of the Offer Price over the
per Share exercise price of such Option or Trailmaster Option."
3. The following paragraph is hereby added to the subsection
under the heading "Confidentiality Agreement" of Item 3(b)(2) of the
Schedule 14D-9:
"The Company has been advised by Parent and Purchaser of the
matters set forth in this paragraph. An affiliate of Harvest is a 38.4%
shareholder of Parent. Harvest and the Parent are parties to a
management agreement pursuant to which Harvest, among other things,<PAGE>
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provides the Parent with certain financial and advisory services in
consideration of an annual fee. As a result, Harvest was made a party
to the Confidentiality Agreement so that Harvest could obtain and
analyze, on behalf of the Parent, certain confidential information
relating to the Company. Two of the seven directors of Parent are
principals of Harvest, including one who serves as Chairman of the
Board, in which capacity he participated in negotiations with the
Company. LIH Holdings II, an affiliate of Harvest, will provide to the
Parent the equity contribution, which will be used to finance a portion
of the purchase price of the Shares in the Offer."
B. Item 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended as follows:
The following Exhibit is added immediately after Exhibit 13:
"Exhibit 14. --- Letter Agreement dated December 18, 1997 among
Parent, Purchaser, and the Company, amending the Merger Agreement."
C. INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER; CERTAIN
INFORMATION CONCERNING DIRECTORS AND OFFICERS OF THE COMPANY
The third paragraph of the Information Statement attached as
Schedule I to the Schedule 14D-9 is hereby restated as follows:
"The information contained herein concerning Parent, Purchaser and
the Parent Designees has been furnished to the Company by Parent." <PAGE>
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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 statement is
true, complete and correct.
DEFLECTA-SHIELD CORPORATION
By: /s/ RUSSELL E. STUBBINGS
Name: Russell E. Stubbings
Title: President and Chief
Executive Officer
Dated: December 19, 1997 <PAGE>
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EXHIBIT 99.14
December 18, 1997
Deflecta-Shield Corporation
1275 Sherman Drive
Longmont, CO 80502
1. Reference is made to the Agreement and Plan of Merger among
Lund International Holdings, Inc., Zephros Acquisition Corporation and
Deflecta-Shield Corporation, dated as of November 25, 1997 (the "Merger
Agreement"). Terms that are defined terms in the Merger Agreement shall
have the shall have the same meaning when used herein unless otherwise
specifically stated.
2. The second sentence of Section 2.4 of the Merger Agreement
hereby is amended to read in its entirety as follows: "In consideration
of such cancellation and purchase, the holders of such Options and
Trailmaster Options shall receive for each Share subject to such Option
or Trailmaster Option an amount (subject to any applicable withholding
tax) in cash equal to the excess, if any, of the Offer Price over the
per Share exercise price of such Option or Trailmaster Option."
3. Except as herein stated the Merger Agreement shall continue
in full force and effect.
4. This letter agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same document.
Please indicate your agreement to the terms and conditions of
this letter agreement by executing it in the space provided below.
Lund International Holdings, Inc.
By: /s/ William J. McMahon
Zephyros Acquisition Corporation
By: /s/ William J. McMahon
Agreed to:
Deflecta-Shield Corporation
By: /s/ Russell E. Stubbings.<PAGE>
