-----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, AtlK8tnHiIImJc5nxbI6PSb+2CHutCOjibxCYlilzEAC3tScK8Ut1AXfIUb8gQOQ i092FLXTV8qkhpkRK5C4oQ== 0000950144-99-009115.txt : 19990727 0000950144-99-009115.hdr.sgml : 19990727 ACCESSION NUMBER: 0000950144-99-009115 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990726 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: 99669825 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 CORPORATION/NATIONAL SERVICE INDUSTRIES 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. 3) --------------------- 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) 572-4600 --------------------- [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. 3 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission (the "Commission") on June 25, 1999 and as amended and supplemented on July 9, 1999 and July 20, 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. The information provided in this Amendment No. 3 under Item 6 is incorporated herein by reference. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 6 of Schedule 14D-1 is hereby amended and supplemented as follows: At 12:00 midnight, New York City time, on Friday, July 23, 1999, the Offer expired. Based on information provided by the Depositary, a total of approximately 10.3 million Shares (including 327,967 Shares subject to guarantee of delivery) were validly tendered and not properly withdrawn pursuant to the Offer. The Purchaser has accepted for payment, and has notified the Depositary to promptly pay for, the tendered and accepted Shares at the purchase price of $38.50 per Share in cash. Pursuant to the Merger Agreement, the Purchaser intends to merge itself into the Company in accordance with the Delaware General Corporation Law as promptly as practicable. As a result of the Merger, the Company will become a wholly owned subsidiary of Parent and each outstanding Share (other than Shares held in the treasury of the Company, Shares owned by Parent, the Purchaser or any other direct or indirect subsidiary of Parent or the Company, and Shares owned by stockholders who have not voted in favor of the Merger or consented thereto and who have perfected their appraisal rights in accordance with Section 262 of the Delaware General Corporation Law) shall be canceled and converted into the right to receive $38.50 per Share, net to the seller in cash, less any required withholding taxes and without interest thereon. The consummation of the Offer was publicly announced in a press release issued by Parent on July 26, 1999, a copy of which is filed as Exhibit (a)(10) hereto and incorporated by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented to add the following: (a)(10) Press Release issued by Parent on July 26, 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/ BROCK A. HATTOX ------------------------------------ Name: Brock A. Hattox Title: Executive Vice President and Chief Financial Officer NSI ENTERPRISES, INC. By: /s/ BROCK A. HATTOX ------------------------------------ Name: Brock A. Hattox Title: Executive Vice President and Chief Financial Officer Date: July 26, 1999 2 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------- ----------- (a)(10) -- Press Release issued by Parent on July 26, 1999
EX-99.(A)(10) 2 PRESS RELEASE ISSUED BY PARENT ON JULY 26, 1999 1 EXHIBIT (a)(10) July 26, 1999 Company contact: Chester J. Popkowski (Chet) Vice President, Treasurer (404) 853-1405 Website: www.nationalservice.com NSI --- SUCCESSFULLY COMPLETES CASH TENDER OFFER FOR SHARES OF HOLOPHANE CORPORATION --- Atlanta, GA -- National Service Industries (NYSE:NSI) today announced that its cash tender offer for all outstanding shares of common stock of Holophane Corporation expired, as scheduled, at 12:00 midnight, Eastern standard time, on Friday, July 23, 1999. NSI, through its subsidiary making the offer, has accepted for purchase all shares validly tendered and not withdrawn prior to the expiration of the offer. Based on information provided by First Chicago Trust Company of New York, as depositary, approximately 10.3 million shares of Holophane have been acquired by NSI (including approximately 0.3 million shares subject to guarantee of delivery) out of approximately 10.6 million shares currently outstanding. Approximately 0.3 million shares remained untendered as of the expiration of the tender offer. As a result of the foregoing, NSI has acquired more than 90 percent of Holophane's outstanding shares, thereby permitting the second step of the acquisition without a meeting of Holophane's stockholders. In the second step of the acquisition, Holophane will be merged with a subsidiary of NSI and each Holophane share not previously purchased in the tender offer will be converted into the right to receive $38.50 in cash. The completion of the merger is expected to occur on or about Thursday, July 29, 1999. Certain information contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those contemplated by such 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-----