<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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
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 (the "Schedule 14D-1")
originally filed on August 3, 1999, 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 August 3, 1999 (the
"Offer to
<PAGE> 2
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 10. ADDITIONAL INFORMATION.
(g) On August 16, 1999, the Federal Trade Commission informed Parent,
the Purchaser and the Company that it had granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, for the acquisition of Shares under the Offer and related
transactions.
(h) On August 8,1999, the Ohio Division of Securities informed Parent
and the Purchaser that it had allowed its jurisdiction over the Offer to lapse
and that no further action is necessary to comply with the Ohio tender offer
statute.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Press Release issued by Parent and the Company on August 18,
1999.
<PAGE> 3
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 18, 1999 CARADON PLC
By: /s/ Martin Clark
-----------------------------
Name: Martin Clark
Title: Group Finance Director
Dated: August 18, 1999 CARADON INC.
By: /s/ Robert B. Leckie
-----------------------------
Name: Robert B. Leckie
Title: Vice President
Dated: August 18, 1999 E ACQCO INC.
By: /s/ Robert B. Leckie
-----------------------------
Name: Robert B. Leckie
Title: Vice President
<PAGE> 1
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 EARLY TERMINATION OF HART-SCOTT-RODINO
WAITING PERIOD INVOLVING THE ACQUISITION OF EASCO, INC.
WEYBRIDGE, ENGLAND and GIRARD, OHIO, August, 18,1999 -- Caradon Inc. and Easco,
Inc. (Nasdaq: ESCO) announced today that the Federal Trade Commission has
granted early termination of the Hart-Scott-Rodino waiting period relating to
the acquisition of Easco by Caradon. Caradon's pending tender offer for all of
the outstanding shares of Easco remains subject to the other conditions
described in the offer to purchase dated August 3, 1999.
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 the largest independent 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. Easco's
largest shareholder is American Industrial Partners Capital Fund, L.P., a
private equity firm with offices in New York and San Francisco.
