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________________________________________________________________
_______________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
______________________
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. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 dated November
25, 1997, as amended on December 19, 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
The second paragraph under the subheading "Employment and
Severance Agreements" under the heading "Arrangements with Directors and
Executive Officers of the Company" in Item 3(b)(1) of the Schedule 14D-9
is hereby restated as follows:
"Specifically, the Company has entered into such severance
agreements with nine members of management, including all of the
Company's executive officers other than Richard Minehart, Vice President
of Operations and Chief Operating Officer of the Company. The
agreements provide that if the employee's employment with the Company
and its affiliates is terminated by the Company other than for "cause"
or by the employee for "good reason" (each as defined therein) within 18
months following the occurrence of a change in control (as defined
below), the Company will pay to the employee a severance benefit equal
to 12 months' base pay (except in the case of the agreements with Mr.
Russell Stubbings, the Company's President and Chief Executive Officer,
and Mr. Ronald Fox, the Company's Vice President and Chief Financial
Officer, which provide for a benefit equal to 18 months' base pay); and
if such a termination occurs more than 18 months after, but less than 24
months after, the occurrence of a change in control, the Company will
pay to the employee a severance benefit equal to 6 months' base pay
(except in the case of the agreements with Mr. Stubbings and Mr. Fox,
which provide for a benefit equal to 9 months' base pay). In addition,
if the employee voluntarily terminates employment with the Company and
its affiliates following a change in control because of a relocation of
such employee's place of employment which would reasonably require a
change in personal residence, the Company will pay to the employee a
severance benefit equal to 3 months' base pay. If the employee is also
party to an employment agreement with the Company, the employee may
instead elect to receive severance benefits under the terms of such
employment agreement, rather than under the terms of the severance
agreement. A "change in control" under these agreements is deemed to
occur if any of the following events occur prior to November 25, 1999:
(i) any person or entity becomes the beneficial owner, directly or
indirectly, of securities representing in excess of fifty (50%) of the
voting securities of the Company, except for Charles Meyer or Mark
Mamolen; (ii) the Company sells or otherwise disposes of all or
substantially all of its assets; (iii) persons who, at the beginning of
any twelve (12) consecutive month period, constitute the Board of
Directors of the Company, at the end of such period cease to constitute
a majority of the Board of Directors of the Company, unless the
nomination or appointment of each new Director was approved by a vote of
at least two-thirds (2/3) of the Directors then still in office who were<PAGE>
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Directors at the beginning of such period; or (iv) the Company merges or
combines with or into any other person or entity and the shareholders of
the Company immediately prior to the consummation of the merger own less
than fifty percent (50%) of the outstanding voting securities of the
surviving entity upon consummation of such merger."
B. Item 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended by deleting the reference therein to
Exhibit 8. <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 23, 1997 <PAGE>
