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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement under Section 14(d)(4) of the
Securities Exchange Act of 1934.
CHASE INDUSTRIES INC.
(Name of Subject Company)
CHASE INDUSTRIES INC.
(Name of Persons Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
161568-10-0
(CUSIP Number of Class of Securities)
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Martin V. Alonzo Copies to:
President and Chief Executive Officer Rodney L. Moore
Chase Industries Inc. Vinson & Elkins L.L.P.
14212 County Road M-50 2001 Ross Avenue, Suite 3700
Montpelier, Ohio 43543 Dallas, Texas 75201
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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[Chase Brass & Copper Co., Inc. Letterhead]
December 18, 2000
Dear Customer:
Chase Industries issued a press release earlier today regarding a proposed
tender offer announced by an investment group that includes Citicorp Venture
Capital. That release, along with the acquisition group's announcement, are
attached. These announcements are self-explanatory.
As this process unfolds, the management and employees of Chase Brass remain
focused on consistently surpassing the expectations of you, our customer. We
wish you a safe and joyous Holiday Season and a prosperous New Year.
Sincerely,
/s/ John Steadman
John Steadman
JS/cr
Attachment
HOLDERS OF CHASE INDUSTRIES' COMMON STOCK SHOULD READ CHASE INDUSTRIES'
RECOMMENDATION STATEMENT REGARDING THE PROPOSED TENDER OFFER WHEN IT BECOMES
AVAILABLE. THIS RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION
REGARDING THE TENDER OFFER. HOLDERS OF CHASE INDUSTRIES' COMMON STOCK CAN
OBTAIN THE RECOMMENDATION AND OTHER FILED DOCUMENTS FOR FREE AT THE WEBSITE OF
THE SECURITIES AND EXCHANGE COMMISSION AT HTTP://WWW.SEC.GOV, OR FOR FREE FROM
CHASE INDUSTRIES.
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[CHASE INDUSTRIES INC. CORPORATE LOGO]
FOR IMMEDIATE RELEASE
CHASE INDUSTRIES REPORTS THAT INVESTOR GROUP INCLUDING CITICORP VENTURE
CAPITAL ANNOUNCES PLANS TO COMMENCE UNSOLICITED
TENDER OFFER FOR
CHASE INDUSTRIES STOCK
MONTPELIER, OHIO, DECEMBER 18, 2000 - Chase Industries Inc. (NYSE: CSI)
announced that an investor group including a unit of Citicorp Venture Capital
Ltd. today issued a press release stating that it intends to commence an
unsolicited tender offer for up to 2,300,000 shares (or 15%) of Chase
Industries' outstanding voting common stock, at a price of $10.50 per share in
cash. According to the release, the offer will expire January 31, 2001, and any
shares not acquired in the tender offer will be acquired in a subsequent cash
merger at the same price per share.
The release states that the offer will be made by a newly formed
corporation (named Chase Acquisition Corporation) which was organized by an
investor group headed by Robert F.B. Logan that includes Court Square Capital
Limited, a unit of Citicorp Venture Capital Ltd. Citicorp is Chase Industries'
largest stockholder, holding approximately 47.7% of Chase Industries common
stock (approximately 40% of which is held in nonvoting common stock as discussed
below). According to the release, Citicorp's stock in Chase Industries will be
contributed through Court Square Capital Limited to Chase Acquisition in
exchange for ownership in Chase Acquisition. The release also states that the
tender offer and the merger are subject to approval of Chase Industries' board
of directors and customary conditions, including regulatory approvals and
receipt of financing on the terms outlined in the investor group's financing
commitment letter.
The Board of Directors of Chase Industries has engaged Credit Suisse
First Boston to advise it in connection with its evaluation of the proposed
tender offer. The Board of Directors intends to formally respond to the proposed
tender offer within 10 business days after the offer is commenced. The Board
requests that holders of Chase Industries' common stock defer making a
determination whether to accept or reject the tender offer until the security
holders have been advised of the Board's position with respect to the offer.
Chase Industries currently has a total of 9,135,427 shares of voting
common stock and 6,150,118 shares of nonvoting common stock outstanding, all of
which nonvoting shares are held of record by Citicorp Venture Capital. The
nonvoting shares are convertible into voting common stock on a share for share
basis at the option of the holder at any time, subject to any applicable
regulatory limitations. Based on filings with the Securities and Exchange
Commission and Chase Industries' records, Citicorp Venture Capital also owns
1,139,827 shares (or 1,140,227 shares when combined with shares held by Citicorp
Inc., of which Citicorp Venture Capital is a wholly owned subsidiary) of voting
common stock of Chase Industries, which shares represent approximately 12.5% of
Chase Industries outstanding voting common stock. The 7,290,395 shares of voting
and nonvoting common stock held by Citicorp Venture Capital and Citigroup Inc.
represent approximately 47.7% of Chase Industries' outstanding common stock. If
Citicorp
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Venture Capital contributes its common stock to Chase Acquisition and Chase
Acquisition purchases the shares of voting common stock to which the proposed
tender offer relates, Chase Acquisition will own 37.7% (3,439,827 shares) of the
outstanding voting common stock and 62.7% (9,589,945 shares) of all outstanding
common stock of Chase Industries.
Chase Industries also announced that it recently engaged
Robinson-Humphrey, a subsidiary of Salomon Smith Barney/Citigroup, to review all
strategic alternatives for Chase Industries' subsidiary Leavitt Tube Company,
including the sale of Leavitt Tube.
Chase Industries, through its wholly owned subsidiaries Chase Brass &
Copper Company and Leavitt Tube Company, is a leading manufacturer of
free-machining and forging brass rod and structural and mechanical steel tubing
and structural pipe.
Chase Brass & Copper Company, employing more than 300 people at its
Montpelier, Ohio, plant, is an ISO 9002 certified manufacturer and supplier of
free-machining and forging brass rod in the United States and Canada. Its
diverse customer base of more than 250 companies uses Chase Brass' "Blue Dot"
trademark rod to produce a variety of products, such as plumbing fixtures,
heating and air conditioning components, industrial valves, automotive parts,
and numerical hardware components.
Leavitt Tube Company is a leading producer of structural and mechanical
steel tubing and structural pipe with plants in Chicago and Jackson,
Mississippi, employing approximately 330 people. For the twelve months ended
September 30, 2000, Leavitt's sales were $121 million and shipments exceed
250,000 tons. Leavitt's structural steel tubing is used in farm equipment,
non-residential construction and other structural applications. Mechanical steel
tubing is used in a broad range of consumer and commercial products, including
furniture and fixtures, lawn-care products, storage racks, exercise equipment,
bicycles and machine tools. Structural pipe is used for handrails, scaffolding
and communication towers.
HOLDERS OF CHASE INDUSTRIES' COMMON STOCK SHOULD READ CHASE INDUSTRIES'
RECOMMENDATION STATEMENT REGARDING THE PROPOSED TENDER OFFER WHEN IT BECOMES
AVAILABLE. THIS RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION
REGARDING THE TENDER OFFER. HOLDERS OF CHASE INDUSTRIES' COMMON STOCK CAN OBTAIN
THE RECOMMENDATION AND OTHER FILED DOCUMENTS FOR FREE AT THE WEBSITE OF THE
SECURITIES AND EXCHANGE COMMISSION AT HTTP://WWW.SEC.GOV, OR FOR FREE FROM CHASE
INDUSTRIES.
This press release contains forward looking statements regarding the
proposed tender offer for Chase Industries' common stock described herein. These
statements are identified by words such as "will," "intends," and other words
referring to events to occur in the future. The statements are based on
information currently available to Chase Industries and are subject to a variety
of risks and uncertainties, including the actual commencement of the proposed
tender offer, Chase Industries' evaluation and recommendation with respect to
the proposed tender offer, alternatives that may be pursued or other actions
that may be undertaken by Chase Industries in response to or independent of the
proposed tender offer, the number of shares
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tendered in response to the proposed tender offer and consummation of the
proposed tender offer. Actual events, actions and effects of the proposed tender
offer may depend on one or more of these risks and uncertainties and may vary
materially from the future events, actions and effects described in this press
release. Chase Industries undertakes no obligation to update any forward looking
statements made in this press release.
For Further Information Contact: Mike Segraves
Chief Financial Officer
(419) 485-3193
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PRESS RELEASE
CHASE ACQUISITION CORPORATION ANNOUNCES OFFER FOR CHASE INDUSTRIES INC. AT
$10.50 PER SHARE
December 18, 2000. Chase Acquisition Corporation announced today that it had
made an offer to Chase Industries Inc. for a transaction which would result in
the purchase of all of Chase Industries' issued and outstanding shares at a
price of $10.50 cash per share.
To effect the transaction, Chase Acquisition has stated to Chase Industries that
it expects to commence a tender offer for up to 2,300,000 shares of Chase
Industries' stock. The tender offer price will be $10.50 in cash. Any shares
not acquired in the tender offer will be acquired in a subsequent cash merger at
the same price per share. Chase Acquisition expects that the tender offer will
expire on January 31, 2001, and that the merger will close after a stockholder
meeting approving the merger.
Chase Acquisition is a newly-formed corporation organized by an investor group
headed by Robert F. B. Logan that includes Court Square Capital Limited, a
Citicorp Venture Capital unit. Court Square Capital is the single largest
shareholder of Chase Industries. Mr. Logan, the President and Chief Executive
Officer of Chase Acquisition, is the former Chairman and Chief Executive Officer
of Banc One Arizona and Senior Executive for the Western Region of Banc One
Corporation. Mr. Logan has served in senior executive positions at Citibank
N.A., Continental Grain Company, Samuel Montagu & Co. Ltd., Alexander Hamiltion
Life Insurance Co. of America and Valley National Bank of Arizona. Mr. Logan is
a director of York International Corporation and Plantronics, Inc.
Mr. Logan noted that Chase Acquisition has the financing in place to complete
the transaction. Court Square Capital Limited has agreed to contribute all of
its shares (approximately 47.7% of the total outstanding shares of Chase
Industries) to Chase Acquisition in exchange for ownership in Chase Acquisition.
Chase Acquisition has also received a commitment letter from a major bank for
financing the cash purchase of all remaining shares through the tender offer and
merger outlined above.
"While we fully expect the Board of Directors to investigate alternatives, we
believe this transactions offers an excellent value for the shareholders of
Chase Industries. It represents a premium of over 47% to Friday's closing stock
price," stated Mr. Logan. "This premium is substantially in excess of the
median premium of 29% published in a recent industry study of acquisitions of
minority interests by a nationally recognized investment banking firm for
similar transactions during the period from 1994-1999."
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The tender offer and merger will be subject to our customary conditions,
including regulatory approvals and receipt of the financing on the terms
outlined in the commitment letter, and approval of Chase Industries' board of
directors.
Chase Industries security holders and any potential investors in Chase
Industries stock are advised to carefully read the tender offer/going private
statement on Schedule TO and any other documents Chase Acquisition or Chase
Industries files with the Securities and Exchange Commission in connection with
the proposed tender offer or merger when they become available because they will
contain important information about the proposed transaction. Investors and
security holders may obtain free copies of these documents (when available) and
other documents filed by Chase Acquisition or Chase Industries at the SEC's
website at www.sec.gov. These documents (when available) may also be obtained
for free by contacting an information agent to be appointed by Chase
Acquisition.
Contact: Robert F. B. Logan - 561-231-7490.
