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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
AMENDMENT NO. 1
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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[LOGO]
HASKEL INTERNATIONAL, INC.
(NAME OF SUBJECT COMPANY)
HASKEL INTERNATIONAL, INC.
(NAMES OF PERSON(S) FILING STATEMENT)
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
418106100
(CUSIP NUMBER OF CLASS OF SECURITIES)
PATRICIA WEHR
CHIEF FINANCIAL OFFICER
HASKEL INTERNATIONAL, INC.
100 E. GRAHAM PLACE
BURBANK, CA 91502
(818) 556-2561
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON
BEHALF OF THE PERSON(S) FILING STATEMENT)
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WITH A COPY TO:
RICHARD A. STRONG
GIBSON, DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE, 47TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 229-7000
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INTRODUCTION
This Solicitation/Recommendation Statement on Schedule 14D-9 originally
filed on March 22, 1999 relates to an offer by HI Holdings Inc., a Delaware
corporation, through its wholly-owned subsidiary HI Merger Subsidiary Inc., a
California corporation, to purchase all of the Shares of Haskel International,
Inc., a California corporation. The March 22, 1999 filing inadvertently omitted
part of Exhibit 4, the Fairness Opinion of Schroder & Co. Inc. Exhibit 4
attached hereto sets forth the Fairness Opinion in its entirety. All capitalized
terms used herein without definition have the respective meanings set forth in
the Schedule 14D-9.
2
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4 Fairness Opinion of Schroder & Co. Inc., dated March 14, 1999.
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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.
By: /s/ R. Malcolm Greaves
R. Malcolm Greaves
Chief Executive Officer
Dated: April 1, 1999
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EXHIBIT 4
March 14, 1999
The Board of Directors
Haskel International, Inc.
100 E. Graham Place
Burbank, CA 91502
Members of the Board of Directors:
We understand that Haskel International, Inc. ("Haskel" or the "Company")
is contemplating a transaction pursuant to which HI Holdings Inc. ("HI
Holdings") would acquire all of the outstanding Class A and Class B shares (the
"Shares") of Common Stock of the Company (the "Transaction"). The Transaction
will be effected through a merger (the "Merger") by HI Merger Subsidiary, Inc.
("Acquisition Corp."), an indirect wholly-owned subsidiary of HI Holdings, with
the Company pursuant to which, among other things, (i) the Company would become
an indirect wholly-owned subsidiary of HI Holdings, (ii) each outstanding Share
(other than treasury Shares) would be converted into the right to receive $12.90
in cash (the "Transaction Consideration"), and (iii) concurrent with the
consummation of the Merger, the holder of each outstanding option to purchase
Shares not previously exercised would receive in cash, upon cancellation of such
option, an amount equal to the positive difference, if any, between $12.90 and
the exercise price per Share of such option multiplied by the number of Shares
subject to such option. The terms and conditions of the Transaction are more
fully described in the proposed Agreement and Plan of Merger (the "Merger
Agreement").
You have requested that Schroder & Co. Inc. ("Schroders") render an opinion
(the "Opinion"), as investment bankers, as to the fairness, from a financial
point of view, of the Transaction Consideration to be received by the
stockholders of the Company.
Schroders, 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, secondary distributions of
listed and unlisted securities, private placements and valuations for estate,
corporate and other purposes. Schroders has acted as financial advisor to Haskel
with respect to the Transaction for which we will receive a fee for our
services, a significant portion of which is contingent upon consummation of the
Transaction.
In connection with the Opinion set forth herein we have, among other
things:
- - reviewed a draft, dated March 14, 1999, of the Merger Agreement;
- - visited the executive offices and operations of the Company in Burbank, CA;
- - reviewed the Company's Annual Reports on Form 10-K for the fiscal years ended
May 31, 1994 through 1998, including the audited consolidated financial
statements contained therein;
- - reviewed the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1998, including the unaudited consolidated financial statements
contained therein;
- - reviewed historical financial results of the Company and its subsidiaries
prepared by management;
- - had discussions with the senior management of the Company regarding the
business, operations and prospects of the Company and its subsidiaries;
- - reviewed projections of the Company prepared by the management;
- - researched certain publicly available information on industry in which the
Company operates;
- - performed various analyses, as we deemed appropriate, of the Company using
generally accepted analytical methodologies, including (i) an analysis of
premiums paid in public merger and acquisition transactions; (ii) the
application of the public trading multiples of companies which we deemed
comparable to the Company; (iii) the application of the multiples reflected in
recent merger and acquisition transactions involving businesses which we
deemed comparable to the financial results of the Company; and (iv)
discounting the projected cash flows of the Company's operations;
- - solicited indications of interest from 103 potential buyers;
- - reviewed historical trading prices and volume of the Company's common stock;
and
- - performed such of the financial studies, analyses, inquiries and
investigations, as we deemed appropriate.
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The Board of Directors
Haskel International, Inc.
March 14, 1999
Page 2
In rendering the Opinion, we have assumed and relied upon the accuracy and
completeness of all information supplied or otherwise made available to us by
the Company or obtained by us from other sources, and upon the assurance of the
Company's management that they are not aware of any information or facts that
would make the information provided to us incomplete or misleading. We have not
independently verified such information, undertaken an independent appraisal of
the assets or liabilities (contingent or otherwise) of the Company, or been
furnished with any such appraisals. With respect to financial forecasts for the
Company, we have been advised by the Company, and we have assumed, without
independent investigation, that they have been reasonably prepared and reflect
the best currently available estimates and judgment of management as to the
expected future financial performance of the Company.
You have advised us that the Company does not disclose internal forecasts
or projections of the type provided to Schroders and, further, such forecasts
were prepared solely by the Company's operating management. Thus, such forecasts
were not prepared with the expectation of public disclosure and only represent
management's view of possible financial results for the Company. You have
advised us that such forecasts and projections were based upon numerous
variables and assumptions that are inherently uncertain, including, without
limitation, factors related to general economic and competitive conditions.
Accordingly, actual results could vary significantly from those set forth in
such projections.
The Opinion is necessarily based upon financial, economic, market and other
conditions as they exist, and the information made available to us, as of the
date hereof. We disclaim any undertakings or obligations to advise any person of
any change in any fact or matter affecting the Opinion which may come or be
brought to our attention after the date of the Opinion.
In the ordinary course of our business, we may hold and actively trade
securities of the Company (including the Shares) for our own account or for the
accounts of our customers and, accordingly, may at any time hold a long or short
position in such securities.
The Opinion does not constitute a recommendation as to any action the Board
of Directors of the Company or any stockholder of the Company should take in
connection with the Transaction or any aspect thereof and is not a
recommendation to any person on how such person should vote in the consideration
of the Merger. The Opinion relates solely to the fairness, from a financial
point of view, of the Transaction Consideration to the stockholders of the
Company. We express no opinion herein as to the relative merits of the Merger
and any other transactions or business strategies discussed by the Board of
Directors of the Company as alternatives to the merger or the decision of the
Board of Directors of the Company to proceed with the Merger, nor, do we express
any opinion on the structure, terms or effect of any other aspect of the
Transaction.
This Opinion has been prepared at the request and for the use of the Board
of Directors of the Company and shall not be reproduced, summarized, described
or referred to, or provided to any other person, without Schroders' prior
written consent, except that this letter may be reproduced in full, subject to
our review and consent to the manner of reproduction and distribution, in
filings with the Securities and Exchange Commission that are necessary in
connection with the Merger.
Based upon and subject to all of the foregoing, we are of the opinion, as
investment bankers, that the Transaction Consideration is fair, from a financial
point of view, to the stockholders of the Company other than HI Holdings,
Acquisition Corp. and their affiliates.
Very truly yours,
/s/ SCHRODER & CO. INC.
SCHRODER & CO. INC.
