-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dxx14mDocCdqUxDnka5jQv8g9iGOIgm3q4L+tnYRnwiq4sgmUM9abOewFzyJ+67f SfTIHWZx4avwrwqmTyvpkQ== 0000950144-99-008633.txt : 19990712 0000950144-99-008633.hdr.sgml : 19990712 ACCESSION NUMBER: 0000950144-99-008633 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990709 GROUP MEMBERS: NATIONAL SERVICE INDUSTRIES INC GROUP MEMBERS: NSI ENTERPRISES INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOLOPHANE CORP CENTRAL INDEX KEY: 0000911565 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 311288751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-48995 FILM NUMBER: 99661370 BUSINESS ADDRESS: STREET 1: 250 EAST BROAD ST STREET 2: STE 1400 CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142243134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL SERVICE INDUSTRIES INC CENTRAL INDEX KEY: 0000070538 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 580364900 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1420 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 4048531000 MAIL ADDRESS: STREET 1: 1420 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30309 SC 14D1/A 1 HOLOPHANE CORP/NSI ENT INC/NATIONAL SERV IND INC 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) --------------------- HOLOPHANE CORPORATION (Name of Subject Company) NSI ENTERPRISES, INC. NATIONAL SERVICE INDUSTRIES, INC. (Bidders) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 43645B10 (CUSIP Number of Class of Securities) KENYON W. MURPHY, ESQ. VICE PRESIDENT AND ASSOCIATE COUNSEL NATIONAL SERVICE INDUSTRIES, INC. NSI CENTER 1420 PEACHTREE STREET, N.E. ATLANTA, GEORGIA 30309-3002 TELEPHONE: (404) 853-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) COPY TO: RUSSELL B. RICHARDS, ESQ. KING & SPALDING 191 PEACHTREE STREET, N.E. ATLANTA, GEORGIA 30303 TELEPHONE: (404) 572-4695 --------------------- [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. AMOUNT PREVIOUSLY PAID: $94,165 FORM OR REGISTRATION NO.: Schedule 14D-1 FILING PARTY: National Service Industries, Inc. and NSI Enterprises, Inc. DATE FILED: June 25, 1999 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission (the "Commission")on June 25, 1999 (as amended and supplemented, the "Schedule 14D-1") relating to the offer by NSI Enterprises, Inc., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of National Service Industries, Inc., a Delaware corporation ("Parent"), to purchase all of the outstanding shares of common stock, $.01 par value per share (the "Shares"), of Holophane Corporation, a Delaware corporation (the "Company"), at a price of $38.50 per Share, net to the seller in cash, less any required withholding taxes and without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 25, 1999 (the "Offer to Purchase") and in the related Letter of Transmittal. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 14D-1. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows: The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, for the consummation of the Offer and the Merger expired at 11:59 p.m., New York City time, on July 8, 1999. ITEM 10. ADDITIONAL INFORMATION. Items 10(b), (c) and (e) of the Schedule 14D-1 are hereby amended and supplemented as follows: The information provided in this Amendment No. 1 under Item 5 is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented to add the following: (a)(9) Press Release issued by Parent on July 9, 1999. 1 3 SIGNATURE 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. NATIONAL SERVICE INDUSTRIES, INC. By: /s/ JAMES S. BALLOUN ------------------------------------ Name: James S. Balloun Title: Chairman of the Board, President and Chief Executive Officer NSI ENTERPRISES, INC. By: /s/ JAMES S. BALLOUN ------------------------------------ Name: James S. Balloun Title: Chairman of the Board, President and Chief Executive Officer Date: July 9, 1999 2 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ------- ----------- (a)(9) -- Press Release issued by Parent on July 9, 1999
EX-99.(A)(9) 2 COMPANY PRESS RELEASE 1 EXHIBIT (a)(9) Friday July 9 Company contact: Chester J. Popkowski (Chet) Vice President, Treasurer (404)853-1405 Web site: www.nationalservice.com NSI ANNOUNCES CLEARANCE TO PURCHASE HOLOPHANE CORPORATION ATLANTA, GA -- National Service Industries, Inc. (NYSE: NSI) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act in the United States relating to the pending offer by NSI Enterprises, Inc., a wholly owned subsidiary of NSI, for the shares of Holophane Corporation has expired. NSI further indicated that it expects to consummate the purchase of Holophane's shares pursuant to the tender offer, subject to the terms thereof, promptly after the scheduled expiration time of 12:00 midnight on Friday, July 23, 1999. Certain information contained in this press release is forward-looking information based on current expectations and plans that involve risks and uncertainties. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Factors that could cause results to differ are set forth in the Schedule 14D-1 filed by NSI with the Securities and Exchange Commission on June 25, 1999. National Service Industries, Inc., with fiscal year 1998 sales of $2.0 billion, has four business segments -- lighting equipment, chemicals, textile rental, and envelopes. NSI has reported increased income and earnings per share in 35 of the last 37 years. Dividends have been increased for 37 consecutive years and paid for the past 63 years without a decrease. -----END PRIVACY-ENHANCED MESSAGE-----