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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
DUFF & PHELPS CREDIT RATING CO.
(Name of Subject Company)
DUFF & PHELPS CREDIT RATING CO.
(Names of Person(s) Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
26432F109
(Cusip Number of Class of Securities)
PAUL J. MCCARTHY
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
17 STATE STREET
12TH FLOOR
NEW YORK, NEW YORK 10004
(212) 908-0200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
WITH A COPY TO:
KURT W. FLORIAN, JR., ESQ.
KATTEN MUCHIN ZAVIS
525 WEST MONROE STREET
SUITE 1600
CHICAGO, ILLINOIS 60661-3693
(312) 902-5200
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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INTRODUCTION
Duff & Phelps Credit Rating Co. (the "Company") hereby amends and supplements
its Solicitation/Recommendation Statement on Schedule 14D-9 (as amended, the
"Schedule 14D-9"), with respect to the tender offer made by FSA Acquisition
Corp., a wholly owned subsidiary of Fimalac S.A., for all of the outstanding
Shares. Capitalized terms not defined herein have the meanings assigned thereto
in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 of the Schedule 14D-9 is hereby amended and supplemented as follows:
The sixteenth paragraph of Section (b)(i) of Item 4 is hereby amended and
supplemented in its entirety to read as follows:
On February 25, 2000, Mr. McCarthy was contacted by the executive vice
president of the other third party that had previously expressed an interest in
a possible business combination with the Company. Mr. McCarthy advised the other
third party that the Company had received a cash offer for a business
combination at a significant premium to its current market valuation and that
Parent was beginning to prepare appropriate documentation. No further contact
was received from the other third party and no business combination proposal was
ever received from such other third party.
ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
Item 5 of the Schedule 14D-9 is hereby amended and supplemented in its
entirety to read as follows:
The Company has retained Peter J. Solomon Company Limited (the "Financial
Advisor") to act as its financial advisor in connection with the Offer and the
Merger. Pursuant to the terms of the Financial Advisor's engagement, the Company
has agreed to pay the Financial Advisor the following amounts: (i) a retention
fee of $100,000, (ii) $200,000 for rendering an opinion as to the fairness, from
a financial point of view, of the consideration to be received in the Offer and
the Merger by the holders of Shares and (iii) $700,000 upon consummation of the
Transaction. The Company also has agreed to reimburse the Financial Advisor for
reasonable out-of-pocket expenses, including the reasonable fees, disbursements
and other charges of its legal counsel, and to indemnify the Financial Advisor
and related parties against certain liabilities, including liabilities under the
federal securities laws, arising out of the Financial Advisor's engagement.
Neither the Company nor any person acting on its behalf has employed,
retained or compensated any other person to make solicitations or
recommendations to the stockholders of the Company on its behalf concerning the
Offer and the Merger.
The Financial Advisor has consented to the reproduction in full of its
fairness opinion in the Schedule 14D-9. A copy of the Financial Advisor's
opinion is attached hereto as Annex B.
ITEM 9. EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following exhibit:
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(a)(7) Revised Fairness Opinion of Peter J. Solomon Company Limited, dated March
6, 2000, attached hereto as Annex B.
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SIGNATURE
AFTER DUE 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.
DUFF & PHELPS CREDIT RATING CO.
By: /S/ PAUL J. MCCARTHY
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Paul J. McCarthy
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Dated: March 29, 2000
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ANNEX B
[LETTERHEAD OF PETER J. SOLOMON COMPANY LIMITED]
March 6, 2000
The Board of Directors
Duff & Phelps Credit Rating Co.
55 East Monroe Street
Chicago, IL 60603
Ladies and Gentlemen:
You have asked us to advise you as to the fairness from a financial
point of view to the holders of Common Stock, no par value ("Company Common
Stock") of Duff & Phelps Credit Rating Co. (the "Company") of the consideration
of $100 per share of Company Common Stock proposed to be paid by Fimalac, S.A.,
a French SOCIETE ANONYME ("Parent") pursuant to the terms of the Agreement and
Plan of Merger, dated as of March 6, 2000 (the "Agreement"), between Parent,
Fimalac, Inc. ("Frank-U.S."), a wholly owned subsidiary of Parent, FSA
Acquisition Corp. ("Acquisition Sub"), a wholly owned subsidiary of Frank-U.S.,
and the Company. The Agreement provides for a tender offer (the "Offer") by
Acquisition Sub to acquire all outstanding shares of the Company Common Stock
pursuant to which Acquisition Sub will pay $100 for each share of Company Common
Stock accepted for payment in the Offer. The Agreement further provides that
following completion of the Offer, Acquisition Sub will be merged (the "Merger"
and, together with the Offer, the "Acquisition") with and into the Company and
each outstanding share of Company Common Stock will be converted in the Merger
into the right to receive $100 in cash.
For purposes of the opinion set forth herein, we have:
(i) reviewed the Annual Reports to Stockholders and Annual Reports on
Form 10-K of the Company for the three years ended December 31, 1998, and
certain interim reports to stockholders and Quarterly Reports on Form 10-Q
of the Company, and certain other public communications from the Company to
its stockholders;
(ii) reviewed certain internal financial analyses and forecasts of the
Company prepared by the management of the Company;
(iii) discussed the past and current operations, financial condition
and prospects of the Company with senior management of the Company;
(iv) reviewed the reported prices and trading activity of the Company
Common Stock;
(v) compared the financial performance and condition of the Company
and the reported prices and trading activity of the Company Common Stock
with that of certain other comparable publicly traded companies;
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(vi) reviewed publicly available information regarding the financial
terms of certain recent business combination transactions in the financial
services industry specifically and other industries generally which were
comparable, in whole or in part, to the Acquisition;
(vii) participated in certain discussions among representatives
each of the Parent and the Company;
(viii) reviewed the Agreement; and
(ix) performed such other analyses as we have deemed appropriate.
We have assumed and relied upon the accuracy and completeness of the
information reviewed by us for the purposes of this opinion and we have not
assumed any responsibility for independent verification of such information.
With respect to the financial projections, we have assumed that the financial
projections were reasonably prepared on bases reflecting the best currently
available estimates and judgments of the future financial performance of the
Company. We have not made an independent evaluation or appraisal of the assets
or liabilities of the Company, nor have we been furnished with any such
evaluation or appraisal. Our opinion is necessarily based on economic, market
and other conditions as in effect on, and the information made available to us
as of, the date hereof.
We were retained by the Company solely to render an opinion as to the
fairness from a financial point of view of the consideration to be received by
the holders of Company Common Stock from Parent in the Acquisition. We were not
engaged to solicit, and did not solicit, interest from any party with respect to
a merger or other business combination transaction involving the Company. We
will receive a fee for our services, a portion of which is payable upon the
delivery of this opinion. In the past, we have provided other financial advisory
services to the Company and have received fees for rendering these services.
This letter is for the information of the Board of Directors of the Company
in connection with its consideration of the Acquisition and does not constitute
a recommendation to any holder of Company Common Stock as to whether or not such
holder should tender any shares of Company Common Stock in the Offer or how any
such holder should vote on the Merger. This letter is not to be quoted or
referred to, in whole or in part, in any registration statement, prospectus or
proxy statement, or in any other document used in connection with the offering
or sale of securities, nor shall this letter be used for any other purposes,
without our prior written consent, except that this letter may be attached in
its entirety as an exhibit to the Company's Schedule 14D-9 relating to the
Offer.
Based on, and subject to, the foregoing and other matters as we consider
relevant, we are of the opinion that on the date hereof, the consideration to be
received by the holders of Company Common Stock in connection with the
Acquisition is fair from a financial point of view to the holders of Company
Common Stock.
Very truly yours,
PETER J. SOLOMON COMPANY LIMITED
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