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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
EASCO, INC.
(Name of Subject Company)
CARADON PLC
CARADON INC.
E ACQCO INC.
(Bidders)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
27033E103
(CUSIP Number of Class of Securities)
MR. ROBERT B. LECKIE
CARADON INC.
2 CORPORATE DRIVE, OFFICE 210,
TRUMBULL, CONNECTICUT 06611
(203) 445-9135
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
Copy to:
TRACY T. LARSEN, ESQ.
WARNER NORCROSS & JUDD LLP
111 LYON STREET, N.W., STE. 900
GRAND RAPIDS, MICHIGAN 49503
(616) 752-2000
*Constituting the final amendment to Schedule 14D-1
E Acqco Inc., a Delaware corporation (the "Purchaser"), and an
indirect wholly owned subsidiary of Caradon Inc., a Delaware corporation
("Parent"), and an indirect wholly owned subsidiary of Caradon plc, a public
limited company organized under the laws of England, Parent and Caradon plc,
hereby amend and supplement their Tender Offer Statement on Schedule 14D-1
originally filed on August 3, 1999 (the "Schedule 14D-1"), with respect to their
offer to purchase all outstanding shares (the "Shares") of common stock, $.01
par value, of Easco, Inc., a Delaware corporation (the "Company") at a purchase
price of $15.20 per Share, net to the seller in cash, without interest, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
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August 3, 1999 (the "Offer to Purchase") and in the related Letter of
Transmittal (which together constitute the "Offer"), copies of which have been
filed with the Schedule 14D-1 as Exhibits (a)(1) and (a)(2), respectively.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) and (b). The Offer terminated at 12:00 midnight, New York City
time, on Monday, August 30, 1999. Following expiration of the Offer, the
Purchaser accepted for payment (and thereby purchased) 9,594,135 Shares validly
tendered pursuant to the Offer and not properly withdrawn at or prior to the
expiration of the Offer, including 17,200 Shares tendered pursuant to guaranteed
delivery for which timely delivery of all required documents is necessary. The
9,594,135 Shares accepted for payment (and thereby purchased) by the Purchaser
represent over 99% of the Shares outstanding on August 30, 1999.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(12) Press Release issued by Parent and the Company on August 31,
1999.
SIGNATURES
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.
Dated: August 31, 1999 CARADON PLC
By: /s/ Martin Clark
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Name: Martin Clark
Title: Group Finance Director
Dated: August 31, 1999 CARADON INC.
By: /s/ Robert B. Leckie
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Name: Robert B. Leckie
Title: Vice President
Dated: August 31, 1999 E ACQCO INC.
By: /s/ Robert B. Leckie
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Name: Robert B. Leckie
Title: President
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
EX-99. (a)(12) Press Release
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Ex-99.(a)(12)
FOR IMMEDIATE RELEASE
Contacts -- Caradon Inc.: Scott Langdon, Corporate Communications (416-234-5808)
Easco, Inc.: Terry D. Smith, Executive Vice President and Chief
Financial Officer (330-545-4311)
CARADON INC. AND EASCO, INC.
ANNOUNCE THE COMPLETION OF TENDER OFFER
WEYBRIDGE, ENGLAND and GIRARD, OHIO, August 31, 1999--Caradon Inc. and Easco,
Inc. (Nasdaq: ESCO) announced today that a subsidiary of Caradon has accepted
the shares tendered pursuant to a tender offer for all outstanding shares of
common stock of Easco at a purchase price of $15.20 per share.
Caradon has been advised by ChaseMellon Shareholder Services, L.L.C., the
depositary for the offer, that as of the expiration of the offer at 12:00
midnight New York City time, on Monday, August 30, 1999, approximately
9.6 million shares of Easco common stock were validly tendered, which represent
in the aggregate over 99% of the outstanding shares of Easco. All conditions to
the closing of the purchase of the shares tendered pursuant to the offer have
been satisfied or waived.
The tendered shares were accepted for payment by the subsidiary of Caradon as of
the expiration of the offer. It is expected the subsidiary of Caradon will be
merged with and into Easco with each share of Easco not purchased in the tender
offer being converted into the right to receive $15.20 in cash.
Caradon Inc. is an indirect wholly owned subsidiary of Caradon plc of Weybridge,
England. Caradon plc is a major international group of companies operating in
four product sectors--plumbing, electrical, extrusions and security
printing--across Europe and North America.
Easco, Inc. is an extruder of soft alloy aluminum products in the United States
and is a leading producer of painted extrusions. The company operates 21
aluminum extrusion presses and three casting facilities. Its products include
standard and custom profiles, conduit and drawn tubing.
