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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. 1
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ARDEN INDUSTRIAL PRODUCTS, INC.
(Name of Subject Company and Name of Person(s) Filing Statement)
COMMON SHARES, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
039780-10-1
(CUSIP Number of Class of Securities)
MR. MICHAEL J. LINDSETH
ARDEN INDUSTRIAL PRODUCTS, INC.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
560 OAK GROVE PARKWAY
VADNAIS HEIGHTS, MINNESOTA 55127
(612) 482-7400
(Name, address, and telephone number of person authorized to receive notices and
communications
on behalf of person(s) filing statement)
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WITH COPY TO:
C. ROBERT BEATTIE, ESQ.
Doherty, Rumble & Butler Professional Association
3500 Fifth Street Towers
150 South Fifth Street
Minneapolis, Minnesota 55402-4235
(612) 340-5555
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ITEM 9. MATERIAL REQUIRED TO BE FILED AS EXHIBITS
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EXHIBIT NO. DESCRIPTION
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(a)-1 Letter to Shareholders, dated June 26, 1997.*
(a)-2 Text of press release issued by Park-Ohio Industries, Inc. and Arden
Industrial Products, Inc., dated June 27, 1997 (filed as Exhibit (a)-7 to
the Schedule 14D-1 of P O Acquisition Corporation and Park-Ohio Industrial
Products, Inc. filed with the Securities and Exchange Commission on June 26,
1997 (the "Schedule 14D-1") and incorporated herein by reference).*
(a)-3 Offer to Purchase, dated June 26, 1997 (filed as Exhibit (a)-1 to the
Schedule 14D-1 and incorporated herein by reference).*
(c)-1 Agreement and Plan of Merger, dated as of June 16, 1997, among P O
Acquisition Corporation, Park-Ohio Industries, Inc., and Arden Industrial
Products, Inc. (filed as Exhibit (c)-1 to the Schedule 14D-1 and
incorporated herein by reference).*
(c)-2 Opinion of Dain Bosworth Incorporated, dated June 16, 1997.*
(c)-2-a Opinion of Dain Bosworth, Incorporated, dated, June 16, 1997, as amended.
This amendment replaces and supersedes exhibit (c)-2, as previously filed,
in its entirety.
(c)-3 Employment Letter Agreement with Michael J. Lindseth, dated as of November
6, 1996 (filed as Exhibit 10.1 to the Company's Form 8-K Current Report
dated November 11, 1996 and incorporated herein by reference).*
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* Previously filed or incorporated by reference herein.
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.
ARDEN INDUSTRIAL PRODUCTS, INC.
By: /s/ Michael J. Lindseth
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President and Chief Executive
Officer
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Exhibit (c)2
[DAIN BOSWORTH LOGO] CORPORATE FINANCE DEPARTMENT
INVESTMENT SERVICES
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INVESTMENT BANKING
June 16, 1997
The Board of Directors
Arden Industrial Products, Inc.
560 Oak Grove Parkway
Vadnais Heights, Minnesota 55127
Ladies and Gentlemen:
You have requested our opinion, as of the date hereof, as to the fairness, from
a financial point of view, to the stockholders of Arden Industrial Products,
Inc. ("Arden" or the "Company") of the consideration to be received in
connection with transactions contemplated by an Agreement and Plan of Merger
dated June 16, 1997 (the "Agreement") between the Company, Park-Ohio Industries,
Inc. ("Park-Ohio"), and a wholly-owned subsidiary of Park-Ohio ("Merger Sub").
The Agreement provides for a cash tender offer by Merger Sub for all of the
issued and outstanding shares of common stock of the Company (the "Common
Stock") at a price of $6.00 per share (the "Offer") and for a subsequent merger
of Merger Sub with and into the Company pursuant to which each outstanding share
of Common Stock (other than shares that are owned by Park-Ohio, Merger Sub or
any other wholly-owned subsidiary of Park-Ohio or shares held by dissenting
shareholders who perfect their dissenter rights under Minnesota law) will be
converted into the right to receive $6.00 in cash (the "Merger"). In addition,
pursuant to the Agreement, each outstanding option to purchase a share of Common
Stock shall be converted into the right to receive cash equal to the difference
between $6.00 and the exercise price for such option. Also, the Agreement
contains various other terms and conditions, including a requirement that
Arden's stockholders approve the Merger if Merger Sub does not acquire
sufficient Common Stock in the Offer to effect a short form merger in the state
of Minnesota.
Dain Bosworth Incorporated ("Dain Bosworth"), as part of its investment banking
business, is continually engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, negotiated
underwritings, competitive bids, secondary distributions of listed and unlisted
securities, private placements, and valuations for estate, corporate, and other
purposes. In the ordinary course of business, Dain Bosworth has published
research materials on Arden and other companies that distribute industrial
products. Also, Dain Bosworth has acted as a market maker in the equity
securities of Arden and such other companies and, accordingly, periodically may
have positions in such securities. In May 1997, Dain Bosworth was retained as
the Company's financial advisor with respect to (i) an analysis of strategic
alternatives and (ii) any transaction arising from such analysis of
alternatives. Dain Bosworth's duties as financial advisor to the Company
included assisting Arden in identifying and contacting parties that might be
interested in purchasing the Company. Dain Bosworth will receive a fee for its
services, a portion of which is contingent upon the consummation of the Merger,
and will be indemnified against certain liabilities that may arise from
activities related to our engagement.
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Dain Bosworth Plaza (612) 371-2800 Dain Bosworth
60 South Sixth Street Fax (612) 371 2763 Member NYSE/SIPC
P.O.Box 1160 An Interra Financial Company
Minneapolis, MN 55440-1160
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The Board of Directors
Arden Industrial Products, Inc.
Page 2
In connection with this opinion, we have, among other things, reviewed (i) the
Agreement; (ii) certain historical financial information for the Company and
Park-Ohio; (iii) certain projected financial information for the Company
furnished by the management of Arden; and (iv) certain publicly available data
relative to the Company and Park-Ohio. We visited the Company's offices and made
inquiries of the management of the Company regarding the past and current
business operations, financial condition, and future prospects for the Company.
In addition, we have held discussions with the senior management of the Company
and Park-Ohio to understand the reasons for completing the Offer and the Merger.
We have compared financial information on Arden to similar information for
certain companies deemed comparable to the Company and have reviewed stock
market information on such companies that have publicly traded securities. Also,
we have reviewed, to the extent publicly available, the financial terms of
certain acquisition transactions involving companies operating businesses deemed
similar to that of the Company and analyzed the general economic outlook for
companies that distribute industrial products.
In conducting our review and in rendering our opinion, we have assumed and
relied upon the accuracy, completeness and fairness of the financial and other
information provided to us or publicly available and we have not assumed any
responsibility for independent verification of such information. It is
understood that we were retained by the Board of Directors of the Company, and
that the Board of Directors has not looked to us for independent verification
with respect to the financial and other information provided to us or publicly
available. We have further relied upon the assurances of the management of the
Company that it is not aware of any facts that would make the information
supplied to us, or publicly available, inaccurate or misleading. With respect to
the financial projections for the Company, management of the Company has
represented that such projections have been reasonably prepared on a basis
reflecting management's best currently available estimates and judgment as to
the future financial performance of the Company.
We did not make an independent appraisal of the assets or the liabilities of the
Company, and we do not express an opinion regarding the liquidation value or
solvency of the Company. In addition, we do not express any opinion as to the
prices at which shares of the Company's common stock may trade following the
date of this opinion, at the closing date for the Merger, or at any later time
in the future if the Merger is not consummated. Our opinion as expressed herein
is limited to the fairness to the stockholders of Arden, from a financial point
of view, of the $6.00 per share cash consideration to be received by
stockholders of the Company pursuant to the Offer and the Merger, and it does
not address the Company's underlying business decision to proceed with the
Merger. Our opinion is based upon general market, economic, financial, monetary
and other conditions as they exist and can be evaluated, and the information
available to us, as of the date hereof.
This opinion is not a recommendation as to how any stockholder should vote at
the meeting that could be held to vote upon the Merger. Also, this opinion may
not be reproduced, quoted, published or otherwise used or referred to in any
manner, nor shall any public reference to Dain Bosworth be made, without our
prior written consent, except that the Company may include this letter in
proxy statements or similar
DAIN BOSWORTH INCORPORATED
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The Board of Directors
Arden Industrial Products, Inc.
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documents distributed to shareholders and in filings with the Securities and
Exchange Commission, provided that any such disclosure shall first be submitted
to Dain Bosworth for its approval.
Based upon and subject to the foregoing, and other matters that we considered
relevant, it is our opinion that, as of the date hereof, the $6.00 per share
cash consideration to be received by stockholders of the Company pursuant to the
Offer and the Merger is fair to the stockholders of Arden Industrial Products,
Inc. from a financial point of view.
Very truly yours,
/s/ Dain Bosworth Incorporated
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DAIN BOSWORTH INCORPORATED
DAIN BOSWORTH INCORPORATED
