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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9*
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
AMENDMENT NO. 1
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SQUARE INDUSTRIES, INC.
(Name of Subject Company)
SQUARE INDUSTRIES, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
8522351
(CUSIP Number of Class of Securities)
LOWELL HARWOOD
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SQUARE INDUSTRIES, INC.
921 BERGEN AVENUE
JERSEY CITY, NEW JERSEY 07306
(201) 798-0090
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement).
COPIES TO:
DANIEL R. KAPLAN, ESQ. LEO SILVERSTEIN, ESQ.
PROSKAUER ROSE GOETZ & MENDELSOHN LLP BROCK, FENSTERSTOCK, SILVERSTEIN,
1585 BROADWAY MCAULIFFE & WADE, LLC
NEW YORK, NEW YORK 10036 153 EAST 53RD STREET
(212) 969-3200 NEW YORK, NEW YORK 10022
(212) 371-2000
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* This Solicitation/Recommendation Statement on Schedule 14D-9 relates to
an offer for 100% of the outstanding shares of common stock of Square
Industries, Inc. by a wholly-owned subsidiary of Central Parking
Corporation.
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated December 13, 1996
(the "Schedule 14D-9"), with respect to the tender offer by Central Parking
System -- Empire State, Inc., a New York corporation ("Purchaser"), an indirect
wholly-owned subsidiary of Central Parking Corporation, a Tennessee corporation
("Parent"), to acquire all of the outstanding shares of common stock, par value
$.01 per share, of the Company (the "Common Stock" or the "Shares"), at a price
of $28.50 per Share net to the seller in cash promptly following completion of
the Offer, without interest thereon with an additional $2.50 per Share to be
deposited by Parent and held in escrow as contingent consideration for
distribution in whole or in part to either shareholders of the Company or Parent
based upon resolution of certain matters and subject to adjustment pursuant to
the Escrow Agreement, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated December 13, 1996, as amended or supplemented, and
the related letter of transmittal. Capitalized terms used herein and not defined
herein shall have the meanings ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 4(b) of the Schedule 14D-9 is hereby amended by deleting
paragraphs 9, 10, 11, 12 and 13 and adding the following:
On or about October 23, 1996, offers were submitted by three potential
buyers, accompanied by proposed acquisition agreements, including Parent which
submitted an all cash offer of $30.00 per share and, alternatively, an all stock
offer of $34.00 per share payable in common stock of Parent. One of the bidders
submitted a cash bid which was higher than the Parent's cash bid and one of the
bidders submitted a cash bid which was significantly lower than the cash bids by
Parent and the other bidder.
A Special Meeting of the Board of Directors was held on October 29,
1996 at which the offers were reviewed and the Board authorized management of
the Company and Blackstone to commence discussions with the two highest bidders
with a view towards achieving more favorable terms. The Board of Directors
determined not to pursue further discussions with the third bidder due to the
fact that its bid was significantly lower than that of the other bidders.
On November 1 and 4, 1996, management of the Company met separately
with representatives of the two highest bidders to discuss the terms and
suggested improvements to their respective offers, and at each meeting the
bidders were requested to submit final offers by November 8, 1996.
On November 8, 1996, such bidders submitted revised "final" offers
which contained improved terms, including Parent which increased its cash offer
to $31.00 per share and its stock offer to $40.00 per share. The other bidder
submitted a cash offer in excess of $31.00 per share, which was higher than its
previous offer.
On November 11, 1996, the other bidder contacted the Company to advise
the Company that it was withdrawing its "final offer" due to financing and other
issues; however, on
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November 20, 1996, it resubmitted a revised final offer with new financing
sources indicated and new terms including a revised offer price of $31.25 per
share, which was lower than its "final offer" price as previously submitted, but
failed to provide a revised agreement which would contain the revised terms as
requested by Blackstone. Blackstone was later advised by such other bidder of
its determination not to proceed with the transaction, leaving Parent as the
highest bidder.
Item 4(b) of the Schedule 14D-9 is hereby amended by deleting paragraph
no. 2 under the heading "Reasons for the Transaction; Factors Considered by the
Board" and adding the following:
2. the presentation of Blackstone at the December 6, 1996 Board of
Directors' meeting and the opinion of Blackstone (the "Opinion") to the effect
that, as of the date of its Opinion and based upon and subject to certain
matters stated therein, the consideration to be received by the holders of the
Shares pursuant to the Offer and the Merger is fair, from a financial point of
view, to the shareholders of the Company. The full text of the Opinion, which
sets forth the assumptions made, matters considered and limitations on the
review undertaken by Blackstone, is attached hereto as Exhibit 14 and is
incorporated herein by reference (the Company has been authorized by Blackstone
to include the Opinion and the consent thereto, which is attached hereto as
Exhibit 15 and is incorporated herein by reference). Shareholders are urged to
read the Opinion carefully in its entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT
<S> <C> <C>
Exhibit 1 -- Agreement and Plan of Merger dated as of December 6, 1996
between Square Industries, Inc., Central Parking Corporation and
Central Parking System -- Empire State, Inc.*
Exhibit 2 -- Pages 2-7 and 11-13 of the Company's Proxy Statement dated July 17,
1996.*
Exhibit 3 -- Square Industries, Inc. Executive Severance Pay Plan.*
Exhibit 4 -- Form of Employment Agreement between Brett Harwood, Central
Parking Corporation, and Central Parking System, Inc.*
Exhibit 5 -- Escrow Agreement dated December 6, 1996 among Square Industries,
Inc., Central Parking Corporation, American National Bank and
Lowell Harwood and Sanford Harwood.*
</TABLE>
2
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<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT
<S> <C> <C>
Exhibit 6 -- Agreement to Support Transaction dated December 6, 1996 between
Central Parking, Central Parking System -- Empire State, Inc., Lowell
Harwood, Mrs. Lowell Harwood, Sanford Harwood, Brett Harwood,
Mrs. Brett Harwood, Brett Harwood as custodian and trustee for his
minor children, Leslie Harwood Ehrlich, Craig Harwood, Scott
Harwood and Scott Harwood as custodian for his minor children.*
Exhibit 7 -- Form of Confidentiality and NonCompete Agreement between Lowell
Harwood, Sanford Harwood, Leslie Harwood Ehrlich, Central Parking
Corporation and Central Parking System -- Empire State, Inc.*
Exhibit 8 -- Form of Consultancy Agreement between Lowell Harwood and
Central Parking System, Inc.*
Exhibit 9 -- Form of Consultancy Agreement between Sanford Harwood and
Central Parking System, Inc.*
Exhibit 10 -- Confidentiality Agreement dated July 10, 1996 between Square
Industries, Inc. and Central Parking Corporation.*
Exhibit 11 -- Letter to Shareholders of Square Industries, Inc. dated December 13,
1996.*
Exhibit 12 -- Press Release issued by Square Industries, Inc. dated December 9,
1996.*
Exhibit 13 -- Opinion, dated December 6, 1996, of The Blackstone Group L.P.*
Exhibit 14 -- Opinion, dated December 6, 1996, of The Blackstone Group L.P.
Exhibit 15 -- Consent, dated December 11, 1996, of The Blackstone Group L.P.
</TABLE>
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* Previously filed.
3
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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.
SQUARE INDUSTRIES, INC.
Dated: January 6, 1997 By /s/ Lowell Harwood
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Lowell Harwood
Chairman and Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT
<S> <C> <C>
Exhibit 1 -- Agreement and Plan of Merger dated as of December 6, 1996
between Square Industries, Inc., Central Parking Corporation and
Central Parking System -- Empire State, Inc.*
Exhibit 2 -- Pages 2-7 and 11-13 of the Company's Proxy Statement dated July 17,
1996.*
Exhibit 3 -- Square Industries, Inc. Executive Severance Pay Plan.*
Exhibit 4 -- Form of Employment Agreement between Brett Harwood, Central
Parking Corporation, and Central Parking System, Inc.*
Exhibit 5 -- Escrow Agreement dated December 6, 1996 among Square Industries,
Inc., Central Parking Corporation, American National Bank and
Lowell Harwood and Sanford Harwood.*
Exhibit 6 -- Agreement to Support Transaction dated December 6, 1996 between
Central Parking, Central Parking System -- Empire State, Inc., Lowell
Harwood, Mrs. Lowell Harwood, Sanford Harwood, Brett Harwood,
Mrs. Brett Harwood, Brett Harwood as custodian and trustee for his
minor children, Leslie Harwood Ehrlich, Craig Harwood, Scott
Harwood and Scott Harwood as custodian for his minor children.*
Exhibit 7 -- Form of Confidentiality and NonCompete Agreement between Lowell
Harwood, Sanford Harwood, Leslie Harwood Ehrlich, Central Parking
Corporation and Central Parking System -- Empire State, Inc.*
Exhibit 8 -- Form of Consultancy Agreement between Lowell Harwood and
Central Parking System, Inc.*
Exhibit 9 -- Form of Consultancy Agreement between Sanford Harwood and
Central Parking System, Inc.*
Exhibit 10 -- Confidentiality Agreement dated July 10, 1996 between Square
Industries, Inc. and Central Parking Corporation.*
Exhibit 11 -- Letter to Shareholders of Square Industries, Inc. dated December 13,
1996.*
Exhibit 12 -- Press Release issued by Square Industries, Inc. dated December 9,
1996.*
Exhibit 13 -- Opinion, dated December 6, 1996, of The Blackstone Group L.P.*
Exhibit 14 -- Opinion, dated December 6, 1996, of The Blackstone Group L.P.
Exhibit 15 -- Consent, dated December 11, 1996, of The Blackstone Group L.P.
</TABLE>
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* Previously filed.
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[THE BLACKSTONE GROUP LETTERHEAD]
December 6, 1996
Board of Directors
Square Industries, Inc.
921 Bergen Avenue
Jersey City, NJ 07306
Dear Sirs:
You have asked our opinion with respect to the fairness, from a financial point
of view, to the holders, excluding shares as to which dissenters' rights have
properly been exercised, of the common stock, par value $0.01 per share (the
"Shares"), of Square Industries, Inc. (the "Company") of the consideration to
be received by such holders in connection with (a) the proposed tender offer
(the "Offer") by Central Parking System -- Empire State, Inc. (the "Acquisition
Sub"), a wholly-owned subsidiary of Central Parking Corporation (the "Parent"),
for all outstanding Shares at a price equal to $28.50 per Share, in cash, plus
an additional amount placed into escrow, as more fully set forth in the
Agreement (defined below) (the "Consideration"), and (b) the proposed merger of
the Acquisition Sub with and into the Company pursuant to the Merger Agreement
(the "Agreement") dated as of December 6, 1996 among the Company, the Parent
and the Acquisition Sub (the "Merger", and together with the Offer, the
"Transaction"), pursuant to which all Shares remaining outstanding, other than
Shares owned by the Parent, the Acquisition Sub or their affiliates, or Shares
as to which dissenters' rights have properly been exercised, will be converted
into the right to receive an amount in cash equal to the Consideration. The
terms and conditions of the Merger are more fully set forth in the Agreement.
In arriving at our opinion, we have reviewed and analyzed: (i) the terms of the
Agreement and certain related documents, including the Escrow Agreement,
Agreement to Support the Transaction, and Confidentiality and Noncompete
Agreement; (ii) certain publicly available information concerning the business,
financial condition, assets and operations of the Company which we believe to
be relevant to our inquiry; (iii) certain publicly available information
relating to financial markets and industry and economic conditions; and (iv)
certain financial and other information, including financial forecasts, with
respect to the business operations, assets, financial condition and prospects
of the Company furnished to us by the Company that is not publicly available.
We have met with management of the Company to discuss the business, operations,
assets, financial condition, history and prospects of the Company's business.
In conducting our analysis, we have also considered (i) certain publicly
available and other information concerning the trading of, and the trading
market for, the Shares; (ii) the historical and current financial position and
the historical and projected cash flows and results of operations of the
Company; (iii) publicly available historical and current financial information
and stock price data with respect to certain public companies with operations
that we considered comparable to those of the Company or otherwise considered
relevant; (iv) the financial terms of certain business combination transactions
involving companies with operations that we considered comparable to the
Company; and
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(v) the appraised and book values of the Company's owned real estate. In
addition to the foregoing, we have conducted such other studies, analyses and
investigations as we have deemed appropriate in arriving at our opinion.
In the course of our investigation, we have relied upon, and have assumed the
accuracy and completeness of, all of the foregoing information, and we have not
assumed any responsibility for independent verification of any such
information. We have further relied upon the assurances of management of the
Company that they are not aware of any facts that would make such information
inaccurate, incomplete or misleading. With respect to financial forecasts of
the Company, we have relied upon the Company's assurances that they have been
reasonably prepared on bases reflecting the best currently available estimates
and judgments of the Company's management as to the future financial
performance of the Company. We express no view as to such financial forecasts
or the assumptions on which they are based. We have made a limited physical
inspection of the properties and facilities of the Company, but have not made
an independent appraisal of the assets of the Company. We reviewed independent
appraisals of the Company's owned real restate and have assumed that these
appraisals were prepared on a reasonable basis. (We note that these appraisals
on the majority of the Company's owned real estate were prepared in 1994.) Our
opinion is necessarily based upon business, market, economic, regulatory and
other conditions as they exist on, and can be evaluated as of, the date hereof.
We have acted as financial advisor to the Company in connection with the
Transaction and will receive a fee for our services, including for rendering
this opinion, which is in part contingent upon the consummation of the
Transaction. In addition, the Company has agreed to indemnify us for certain
liabilities arising out of the rendering of this opinion.
Based upon and subject to the foregoing, it is our opinion that, as of the date
hereof, the Consideration to be received by holders of the Shares pursuant to
the Agreement is fair to such holders from a financial point of view.
This opinion is for the use and benefit of the Board of Directors of the
Company and shall not be disclosed publicly or made available to any third
party without prior written approval. Our opinion does not constitute a
recommendation to any stockholder of the Company as to how such a stockholder
should respond to the Offer or otherwise take any other action with respect to
the Transaction.
Very truly yours,
The Blackstone Group
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[THE BLACKSTONE GROUP LETTERHEAD]
December 11, 1996
Board of Directors
Square Industries, Inc.
921 Bergen Avenue
Jersey City, NJ 07036
Dear Sirs:
The Opinion Letter attached hereto as Exhibit A (the "Opinion Letter") was
issued with respect to the fairness, from a financial point of view, to the
holders, excluding shares as to which dissenters' rights have been properly
exercised, of the common stock, par value $0.01 per share (the "Shares"), of
Square Industries, Inc., (the "Company") of the consideration to be received by
the holders in connection with (a) the proposed tender offer (the "Offer") by
Central Parking System -- Empire State, Inc. (the "Acquisition Sub"), a
wholly-owned subsidiary of Central Parking Corporation (the "Parent"), for all
outstanding Shares at a price equal to $28.50 per Share, in cash, plus an
additional amount placed into escrow, as more fully set forth in the Agreement
(defined below) (the "Consideration"), and (b) the proposed merger of the
Acquisition Sub with and into the Company pursuant to the Merger Agreement (the
"Agreement") dated as of December 6, 1996 among the Company, the Parent and the
Acquisition Sub (the "Merger", and together with the Offer, the "Transaction"),
pursuant to which all Shares remaining outstanding, other than Shares owned by
the Parent, the Acquisition Sub or their affiliates, or Shares as to which
dissenters' rights have properly been exercised, will be converted into the
right to receive an amount in cash equal to the Consideration. We authorize you
to file the Opinion Letter as an exhibit to the Company's 14D-9 filing in
response to the Parent's 14D-1 filing in connection with the Transaction. In
authorizing you to file the Opinion Letter, we do not admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules or regulations of the
Securities and Exchange Commission.
Except as indicated in the paragraph above, this letter does not constitute an
authorization to disclose publicly, or make available to any third party, in any
other circumstance such Opinion Letter without our prior written approval.
Very truly yours,
/s/ THE BLACKSTONE GROUP
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[THE BLACKSTONE GROUP LETTERHEAD]
EXHIBIT A
Board of Directors
Square Industries, Inc.
921 Bergen Avenue
Jersey City, NJ 07306
Dear Sirs:
You have asked our opinion with respect to the fairness, from a financial point
of view, to the holders, excluding shares as to which dissenters' rights have
properly been exercised, of the common stock, par value $0.01 per share (the
"Shares"), of Square Industries, Inc. (the "Company") of the consideration to
be received by such holders in connection with (a) the proposed tender offer
(the "Offer") by Central Parking System -- Empire State, Inc. (the "Acquisition
Sub"), a wholly-owned subsidiary of Central Parking Corporation (the "Parent"),
for all outstanding Shares at a price equal to $28.50 per Share, in cash, plus
an additional amount placed into escrow, as more fully set forth in the
Agreement (defined below) (the "Consideration"), and (b) the proposed merger of
the Acquisition Sub with and into the Company pursuant to the Merger Agreement
(the "Agreement") dated as of December 6, 1996 among the Company, the Parent
and the Acquisition Sub (the "Merger", and together with the Offer, the
"Transaction"), pursuant to which all Shares remaining outstanding, other than
Shares owned by the Parent, the Acquisition Sub or their affiliates, or Shares
as to which dissenters' rights have properly been exercised, will be converted
into the right to receive an amount in cash equal to the Consideration. The
terms and conditions of the Merger are more fully set forth in the Agreement.
In arriving at our opinion, we have reviewed and analyzed: (i) the terms of the
Agreement and certain related documents, including the Escrow Agreement,
Agreement to Support the Transaction, and Confidentiality and Noncompete
Agreement; (ii) certain publicly available information concerning the business,
financial condition, assets and operations of the Company which we believe to
be relevant to our inquiry; (iii) certain publicly available information
relating to financial markets and industry and economic conditions; and (iv)
certain financial and other information, including financial forecasts, with
respect to the business operations, assets, financial condition and prospects
of the Company furnished to us by the Company that is not publicly available.
We have met with management of the Company to discuss the business, operations,
assets, financial condition, history and prospects of the Company's business.
In conducting our analysis, we have also considered (i) certain publicly
available and other information concerning the trading of, and the trading
market for, the Shares; (ii) the historical and current financial position and
the historical and projected cash flows and results of operations of the
Company; (iii) publicly available historical and current financial information
and stock price data with respect to certain public companies with operations
that we considered comparable to those of the Company or otherwise considered
relevant; (iv) the financial terms of certain business combination transactions
involving companies with operations that we considered comparable to the
Company; and
<PAGE> 3
(v) the appraised and book values of the Company's owned real estate. In
addition to the foregoing, we have conducted such other studies, analyses and
investigations as we have deemed appropriate in arriving at our opinion.
In the course of our investigation, we have relied upon, and have assumed the
accuracy and completeness of, all of the foregoing information, and we have not
assumed any responsibility for independent verification of any such
information. We have further relied upon the assurances of management of the
Company that they are not aware of any facts that would make such information
inaccurate, incomplete or misleading. With respect to financial forecasts of
the Company, we have relied upon the Company's assurances that they have been
reasonably prepared on bases reflecting the best currently available estimates
and judgments of the Company's management as to the future financial
performance of the Company. We express no view as to such financial forecasts
or the assumptions on which they are based. We have made a limited physical
inspection of the properties and facilities of the Company, but have not made
an independent appraisal of the assets of the Company. We reviewed independent
appraisals of the Company's owned real estate and have assumed that these
appraisals were prepared on a reasonable basis. (We note that these appraisals
on the majority of the Company's owned real estate were prepared in 1994.) Our
opinion is necessarily based upon business, market, economic, regulatory and
other conditions as they exist on, and can be evaluated as of, the date hereof.
We have acted as financial advisor to the Company in connection with the
Transaction and will receive a fee for our services, including for rendering
this opinion, which is in part contingent upon the consummation of the
Transaction. In addition, the Company has agreed to indemnify us for certain
liabilities arising out of the rendering of this opinion.
Based upon and subject to the foregoing, it is our opinion that, as of the date
hereof, the Consideration to be received by holders of the Shares pursuant to
the Agreement is fair to such holders from a financial point of view.
This opinion is for the use and benefit of the Board of Directors of the
Company and shall not be disclosed publicly or made available to any third
party without prior written approval. Our opinion does not constitute a
recommendation to any stockholder of the Company as to how such a stockholder
should respond to the Offer or otherwise take any other action with respect to
the Transaction.
Very truly yours,
The Blackstone Group
