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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D - 9
AMENDMENT NO. 1
SOLICITATION / RECOMMENDATION STATEMENT
PURSUANT TO
SECTION 14 (d) (4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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RIDE, INC.
(Name of Subject Company)
RIDE, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, WITHOUT PAR VALUE PER SHARE
(Title of Class of Securities)
765689 10 4
(Cusip Number of Class of Securities)
ROBERT F. MARCOVITCH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RIDE, INC.
8160 304TH AVENUE S.E.
PRESTON, WASHINGTON 98050
(425) 222-6015
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of Person(s) Filing Statement)
COPIES TO:
MICHAEL J. ERICKSON
KAREN A. ANDERSEN
SUMMIT LAW GROUP PLLC
1505 WESTLAKE AVENUE N., SUITE 300
SEATTLE, WASHINGTON 98109
(206) 281-9881
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This Amendment No.1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed on April 19, 1999 (the "Schedule 14D-9") by
Ride, Inc., a Washington corporation (the "Company"), relating to the cash
tender offer by Minotaur Capital, Inc., a Florida corporation ("Minotaur"), to
purchase 51% of the outstanding shares of the Company's Common Stock at a price
of $2.25 per share, payable in the form of a promissory note due within eight
months from the Expiration Date of the offer and upon the terms and subject to
the conditions set forth in Minotaur's Tender Offer Statement on Schedule 14D-1
initially filed with the Securities and Exchange Commission on April 6, 1999, as
amended on April 12, 1999 and April 19, 1999 (collectively, the "Minotaur
Offer"). Unless otherwise indicated, all capitalized terms used but not defined
herein shall have the meanings assigned to them in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4(a) is hereby amended and supplemented to add the following:
On April 19, 1999, Minotaur filed an amendment to its offer stating the
following revisions: (i) the maturity date of the promissory notes to be
received by shareholders upon tender of their shares has been reduced from one
year to eight months; (ii) Minotaur will now place all of the tendered stock in
escrow and Minotaur will not be entitled to sell any shares received from the
tender offer unless all shareholders who have tendered have been paid pursuant
to the promissory notes; and (iii) Minotaur has circulated a proposed Agreement
for the Financing and Participation in the Tender Offer for Ride, Inc. to
potential participants in the tender offer (although it was noted that no firm
commitments have been received which would guarantee the financing of the
transaction). Minotaur also filed a press release on April 19, 1999 announcing
these amendments.
Upon receipt of the amendment, the Company's Board of Directors held a
telephonic meeting on April 19, 1999 at 9:00 a.m., Pacific Standard Time, to
discuss the revised terms of the Minotaur Offer. Following a presentation by
counsel to the Company, the Board discussed the impact and ramifications of
Minotaur's amendment. Upon completion of this discussion, the Board unanimously
determined that these amendments to the Minotaur Offer did not change its
reasons for its earlier rejection of the offer and that the Minotaur Offer (as
amended) was still inadequate and not in the best interests of Ride and its
shareholders. The Board reaffirmed its recommendation to shareholders that they
reject the Minotaur offer and not tender their shares pursuant to the Minotaur
Offer (as amended).
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: April 19, 1999 RIDE, INC.
By: /s/ ROBERT F. MARCOVITCH
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Name: Robert F. Marcovitch
Title: President and
Chief Executive Officer
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