-----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, EOfVbJG5ubznyhyU+Z3femZOgkg/qSBGohOX0NjFdwBJboRnNyw590Vbzv4nkkCY X+h9rBJd0iCz22kZz8XU9A== 0000950144-99-009339.txt : 19990730 0000950144-99-009339.hdr.sgml : 19990730 ACCESSION NUMBER: 0000950144-99-009339 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990729 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: 99673299 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 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FINAL AMENDMENT TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------------- 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 KING & SPALDING 191 PEACHTREE STREET ATLANTA, GEORGIA 30303-1763 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 Final Amendment 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, July 20, 1999, and July 26, 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: On July 29, 1999, Parent announced that it had merged Purchaser into the Company (the "Merger") with the Company continuing as the surviving corporation in the Merger, and that the Merger became effective July 29, 1999. Because Parent had acquired at least 90% of the outstanding Shares, the Merger was effected without a meeting of stockholders of the Company. As a result of the Merger, the Company became a wholly owned subsidiary of Parent and each outstanding Share (other than Shares held in the treasury of the Company, and each Share, if any, owned by Parent, the Purchaser or any other direct or indirect subsidiary of Parent, the Purchaser or the Company, which shall be canceled, and Shares owned by stockholders who have perfected their appraisal rights in accordance with Section 262 of the Delaware General Corporation Law) was 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 full text of the press release is set forth in Exhibit (a)(11) and is incorporated herein by reference. On July 29, 1999 the Parent requested that the New York Stock Exchange (the "NYSE") delist the Shares from the NYSE and filed on Form 15 with the Securities and Exchange Commission to deregister the Shares under the Securities Exchange Act of 1934, as amended. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows: Pursuant to the Offer, which expired at 12:00 midnight, New York City Time, on Friday, July 23, 1999, the Purchaser ultimately acquired approximately 10,323,872 Shares. Such Shares represent approximately 98% of all outstanding Shares. The information provided in this Final Amendment 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)(11) Press Release issued by Parent on July 29, 1999. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in the 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 29, 1999 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------- ----------- (a)(11) -- Press Release issued by Parent on July 29, 1999
EX-99.(A)(II) 2 PRESS RELEASE ISSUED BY PARENT ON JULY 29, 1999 1 Company contact: July 29, 1999 Chester J. Popkowski (Chet) Vice President, Treasurer (404) 853-1405 Web site: www.nationalservice.com NSI COMPLETES MERGER WITH HOLOPHANE Atlanta, GA -- National Service Industries (NYSE: NSI) today announced that it has completed its acquisition of Holophane Corporation. Holophane has been merged with a wholly owned subsidiary of NSI, and each share of common stock of Holophane not previously purchased in NSI's tender offer, which expired on July 23, 1999, has been (unless otherwise provided for) converted into the right to receive $38.50 in cash. 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-----