<PAGE>
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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TRICO PRODUCTS CORPORATION
(NAME OF SUBJECT COMPANY)
TRICO PRODUCTS CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
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896114105
(CUSIP NUMBER OF CLASS OF SECURITIES)
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CHRISTOPHER T. DUNSTAN
VICE CHAIRMAN AND CHIEF FINANCIAL OFFICER
TRICO PRODUCTS CORPORATION
817 WASHINGTON STREET
BUFFALO, NEW YORK 14203
(716) 852-5700
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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WITH A COPY TO:
JOSEPH P. KUBAREK, ESQ.
JAECKLE, FLEISCHMANN & MUGEL
800 FLEET BANK BUILDING
TWELVE FOUNTAIN PLAZA
BUFFALO, NEW YORK 14202-2292
(716) 856-0600
THIS DOCUMENT CONTAINS PAGES.
THE EXHIBIT INDEX IS ON PAGE 4.
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9
This Amendment No. 2 to a Statement on Schedule 14D-9 originally filed on
November 14, 1994 by Trico Products Corporation (the 'Company') with respect to
the tender offer for all of the outstanding shares of the Company's Common
Stock, no par value, by Stant Expansion Corporation ('Purchaser'), a
wholly-owned subsidiary of Stant Corporation ('Parent'), amends the following
items in such Schedule 14D-9 to amend portions of Item 3 and to add the
following supplemental information:
ITEM 3. IDENTITY AND BACKGROUND.
[The paragraphs under the subheading 'Merger Agreement -- Stock Option
Plans' under Subsection (b) of this Item 3 are amended to read in their entirety
as follows:]
Stock Option Plans. The Merger Agreement provides that on or before the
date of the Merger Agreement, the Board of Directors of the Company (or, if
appropriate, any committee administering the Stock Option Plans (as defined
below)) has adopted such resolutions or taken such other actions as are required
to provide that (i) each outstanding stock option to purchase Shares (a 'Stock
Option') heretofore granted under any stock option, stock appreciation right or
stock purchase plan, program or arrangement of the Company (collectively, the
'Stock Option Plans') outstanding immediately prior to the consummation of the
Offer, whether or not then exercisable, shall be cancelled immediately after the
date of consummation of the Offer in exchange for an amount of cash, payable at
the time of such cancellation, equal to the product of (y) the number of Shares
subject to such Stock Option immediately prior to the date of consummation of
the Offer and (z) the excess of the price per share to be paid in the Offer over
the per share exercise price of such Stock Option and (ii) each stock
appreciation right ('SAR') granted under the Stock Option Plans outstanding
immediately prior to the date of consummation of the Offer shall be cancelled
immediately after the date of consummation of the Offer in exchange for an
amount of cash, payable at the time of such cancellation, equal to the product
of (y) the number of Shares covered by such SAR and (z) the excess of the price
per share to be paid in the Offer over the appreciation base per share of such
SAR; provided that no such cash payment shall be made with respect to any SAR
which is related to a Stock Option with respect to which such a cash payment has
been made. The Merger Agreement further provides that any Stock Option or SAR
not cancelled as contemplated by this paragraph immediately after the date of
consummation of the Offer, shall be cancelled at the Effective Date in exchange
for an amount in cash, payable at the Effective Date, equal to the amount which
would have been paid had such Stock Option or SAR been cancelled immediately
after the date of consummation of the Offer. In the event that the Company does
not have sufficient cash available to make payments in exchange of any Stock
Option or SAR, Parent will, when and only if the Offer is consummated, make
available to the Company cash sufficient to make such purchases.
The Merger Agreement provides that all Stock Option Plans shall terminate
as of the Effective Date and the provisions in any other benefit plan providing
for the issuance, transfer or grant of any capital stock of the Company or any
interest in respect of any capital stock of the Company shall be deleted as of
the Effective Date, and the Company shall ensure that following the Effective
Date no holder of a Stock Option or any participant in any Stock Option Plan
shall have any right thereunder to acquire any capital stock of the Company, the
Purchaser or Parent, except as provided in the prior paragraph.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On December 13, 1994, Parent issued the press release attached hereto as
Exhibit 9, which is incorporated herein by this reference.
2
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ITEM 9. MATERIAL TO FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ------------------------------------------------------------------------------
<C> <S>
8 Agreement dated as of December 12, 1994, to the Agreement and Plan of Merger
dated as of November 8, 1994, by and among Stant Corporation, a Delaware
corporation, Stant Expansion Corporation, a New York corporation and a
wholly-owned subsidiary of Stant Corporation, and Trico Products
Corporation, a New York corporation.
9 Press Release dated December 13, 1994.
</TABLE>
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.
Dated: December 13, 1994
TRICO PRODUCTS CORPORATION
By: /s/ CHRISTOPHER T. DUNSTAN
...................................
CHRISTOPHER T. DUNSTAN
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE NO.
- ------- ------------------------------------------------------------------- --------
<C> <S> <C>
8 Agreement dated as of December 12, 1994, to the Agreement and Plan
of Merger dated as of November 8, 1994, by and among Stant
Corporation, a Delaware corporation, Stant Expansion Corporation,
a New York corporation and a wholly-owned subsidiary of Stant
Corporation, and Trico Products Corporation, a New York
corporation
9 Press Release dated December 13, 1994
</TABLE>
4
<PAGE>
AMENDMENT,dated as of December 12, 1994 (this 'Amendment'),
to the AGREEMENT and PLAN OF MERGER (the 'Merger Agreement') dated as
of November 8, 1994, by and among STANT CORPORATION, a Delaware
corporation ('Purchaser'), STANT EXPANSION CORPORATION, a New York
corporation and a wholly-owned subsidiary of Purchaser ('Sub'), and
TRICO PRODUCTS CORPORATION, a New York corporation (the 'Company').
W I T N E S S E T H
WHEREAS, the Purchaser, Sub and Company desire to amend
the Merger Agreement;
NOW, THEREFORE, in consideration of the premises herein
contained and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment. Section 9.3(c) of the Merger
Agreement is hereby amended and restated in its entirety as
follows:
'(c) On or before the date of this Merger Agreement, the Board
of Directors of the Company (or, if appropriate, any committee
administering the Stock Option Plans (as defined below)) has
adopted such resolutions or taken such other actions as are
required to provide that (i) each outstanding stock option to
purchase shares of Company Common Stock (a 'Stock Option')
heretofore granted under any stock option, stock appreciation
rights or stock purchase plan, program or arrangement of the
Company (collectively, the 'Stock Option Plans') outstanding
immediately prior to the consummation of the Offer, whether or
not then exercisable, shall be canceled immediately after the
date of consummation of the Offer in exchange for an amount in
cash, payable at the time of such cancelation, equal to the
product of (y) the number of shares of Company Common Stock
subject to such Stock Option immediately prior to the date of
consummation of
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2
the Offer and (z) the excess of the price per share to be paid
in the Offer over the per share exercise price of such Stock
Option and (ii) each stock appreciation right ('SAR') granted
under the Stock Option Plans outstanding immediately prior to
the date of consummation of the Offer shall be canceled
immediately after the date of consummation of the Offer in
exchange for an amount of cash, payable at the time of such
cancelation, equal to the product of (y) the number of shares
of Company Common Stock covered by such SAR and (z) the excess
of the price per share to be paid in the Offer over the
appreciation base per share of such SAR; provided, however,
that no such cash payment shall be made with respect to any
SAR which is related to a Stock Option with respect to which
such a cash payment has been made. Any Stock Option or SAR not
canceled in accordance with this paragraph (c) immediately
after the date of consummation of the Offer, shall be canceled
at the Effective Date in exchange for an amount in cash,
payable at the Effective Date, equal to the amount which would
have been paid had such Stock Option or SAR been canceled
immediately prior to the consummation of the Offer. A listing
of all outstanding Stock Options and SARs specifying the date
such Stock Options or SARs become exercisable (and the date
upon which they expire) and their exercise price and
appreciation base, respectively, is set forth on the
Disclosure Schedule. In the event that the Company does not
have sufficient cash available to make payments in exchange of
any Stock Option or SAR, Purchaser will, when and only if the
Offer is consummated, make available to the Company cash
sufficient to make such purchases.'
SECTION 2. Miscellaneous. Except as amended hereby,
the Merger Agreement shall remain in full force and effect. This
Amendment may be executed in two or more counterparts, each of
which shall be an original, but which together shall constitute a
single agreement. This Amendment shall be governed in all
respects, including validity, interpretation and effect, by the
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3
laws of the State of New York (without giving effect to the provisions hereof
relating to conflicts of law).
IN WITNESS WHEREOF, Purchaser, Sub and the Company have caused
this Amendment to be signed by their respective officers thereunder duly
authorized all as of the date first written above.
STANT CORPORATION,
By............................
Name:
Title
STANT EXPANSION CORPORATION,
By.............................
Name:
Title
TRICO PRODUCTS CORPORATION,
By..............................
Name:
Title
<PAGE>
December 13, 1994
FOR IMMEDIATE RELEASE
PRESS RELEASE
STANT CORPORATION
ANNOUNCES COMPLETION OF
TENDER OFFER FOR TRICO COMMON STOCK
Richmond, Indiana, December 13, 1994 -- Stant Corporation (NASDAQ:STNT)
announced today that the cash tender offer by a Stant subsidiary for all
outstanding shares of common stock of Trico Products Corporation (NASDAQ:TRCO)
at $85.00 per share expired at Midnight yesterday and that all shares validly
tendered pursuant to the offer have been accepted for payment. According to the
Depositary, approximately 1,759,250 shares of common stock of Trico
(representing approximately 93.5% of the outstanding shares) were tendered.
Payment for validly tendered shares will be made through Harris Trust Company of
New York, the Depositary, in accordance with the terms of the offer.
Since more than 90% of the outstanding Trico common stock was tendered
pursuant to the offer, Stant expects to consummate the proposed merger of a
Stant subsidiary into Trico as soon as practicable without a vote of
stockholders as permitted under New York law.
Stant Corporation, headquartered in Richmond, Indiana, is a
manufacturer of automotive parts including closure caps, fuel and vapor control
valves, engine thermostats, hose clamps, automotive tools, grease guns and
automotive fittings, windshield wiper blades, heater parts and power steering
hoses and units. Trico, headquartered in Buffalo, New York, is the world's
largest manufacturer of windshield wiping systems.
Contact: Thomas F. Plocinik
Stant Corporation
(317) 962-6655
