-----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, B/APBrJ4k/oqYCc3qhUFlTZ+p4EIkiwwNgJhcKF0zNy/eIx94ulbwtFymSsxufHx 6U3Jz2M5sY6wvggnJVgflg== 0000912057-97-032737.txt : 19971007 0000912057-97-032737.hdr.sgml : 19971007 ACCESSION NUMBER: 0000912057-97-032737 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971006 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VITRONICS CORP CENTRAL INDEX KEY: 0000712036 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 042726873 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-36916 FILM NUMBER: 97691258 BUSINESS ADDRESS: STREET 1: 1 FORBES RD STREET 2: NEWMARKET INDUSTRIAL PARK CITY: NEWMARKET STATE: NH ZIP: 03857 BUSINESS PHONE: 6036596550 MAIL ADDRESS: STREET 1: 1 FORBES ROAD CITY: NEWMARKET STATE: NH ZIP: 03857 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VITRONICS CORP CENTRAL INDEX KEY: 0000712036 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 042726873 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 1 FORBES RD STREET 2: NEWMARKET INDUSTRIAL PARK CITY: NEWMARKET STATE: NH ZIP: 03857 BUSINESS PHONE: 6036596550 MAIL ADDRESS: STREET 1: 1 FORBES ROAD CITY: NEWMARKET STATE: NH ZIP: 03857 SC 14D9/A 1 SCHEDULE 14D9/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. --------------------- AMENDMENT NO. 1 TO SCHEDULE 14D-9 Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 ------------------------ VITRONICS CORPORATION (Name of Subject Company) VITRONICS CORPORATION (Name of Person Filing Statement) COMMON STOCK, $0.01 PAR VALUE PER SHARE Title of Class of Securities) 928503101 (CUSIP Number of Class of Securities) ------------------------ JAMES J. MANFIELD, JR. PRESIDENT & CHIEF EXECUTIVE OFFICER VITRONICS CORPORATION 1 FORBES ROAD NEWMARKET, NEW HAMPSHIRE 03857 (603) 659-6550 (Name, Address and Telephone Number of Persons Authorized to Receive Notice and Communications on Behalf of the Person Filing this Statement) COPIES TO: ROGER M. BARZUN, ESQ. 60 HUBBARD STREET CONCORD, MASSACHUSETTS 01742 (508) 287-4275 AND MICHAEL F. SWEENEY, ESQ. DUFFY & SWEENEY 300 TURKS HEAD BUILDING PROVIDENCE, RHODE ISLAND 02903 (401) 455-0700 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXPLANATORY NOTE This Statement ("AMENDMENT NO. 1") amends the Schedule 14D-9 filed with the Securities and Exchange Commission by Vitronics Corporation (the "COMPANY") on September 9, 1997 (the "ORIGINAL SCHEDULE 14D-9") which relates to an offer by DTI Intermediate, Inc., a Delaware corporation, a wholly-owned subsidiary of Dover Technologies International, Inc., a Delaware corporation, (an indirect wholly-owned subsidiary of Dover Corporation, Delaware corporation) to purchase all of the shares of the outstanding common stock of the Company. ITEM 4. THE SOLICITATION OR RECOMMENDATION. Item 4 is hereby amended to refer to the opinion, as amended, of Scott-Macon Securities, Inc., an affiliate of Scott-Macon, Ltd., that the $1.90 per Share in cash to be received by the holders of Shares pursuant to the Offer and Merger Agreement is fair to such shareholders from a financial point of view. The fairness opinion has been amended to delete the reference to the confidentiality of the opinion and the specific statement referencing reliance on it. The amended opinion is filed as Exhibit (a)(4)(i) to this Amendment No. 1. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby amended to add the following: (a)(4)(i) Opinion of Scott-Macon Securities, Inc. dated September 3, 1997, as amended. ------------------------ 2 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. VITRONICS CORPORATION By: /s/ JAMES J. MANFIELD, JR. ------------------------------------------ James J. Manfield, Jr. Date: October 2, 1997 President & Chief Executive Officer
3 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION (a)(4)(i) Opinion of Scott-Macon Securities, Inc. dated September 3, 1997, as amended.
4 EX-99.(A)(4)(I) 2 EX-99.(A)(4)(I) EXHIBIT (a)(4)(i) [LOGO] September 3, 1997 Board of Directors Vitronics Corporation 4 Forbes Road Newmarket Industrial Park Newmarket, NH 03857 Gentlemen: You have requested our opinion as to the fairness, from a financial point of view, of the per share consideration to be received by the holders of common stock, par value $0.01 per share (the "Common Stock") of Vitronics Corporation (the "Company") in connection with the proposed tender offer for the Common Stock and subsequent acquisition of the Company by Intermediate, Inc. (the "Purchaser"), a wholly-owned subsidiary of Dover Technologies International, Inc. (the "Parent"). The terms of the tender offer and acquisition are to be set forth in the Agreement and Plan of Merger by and among the Company, the Purchaser and the Parent (the "Agreement"). Our opinion is based on the terms of the latest draft of the Agreement dated September 3, 1997 which, as of the date of this opinion, has not yet been executed. Subject to the terms and conditions in the Agreement, in the tender offer, each issued and outstanding share of Common Stock validly tendered and not withdrawn will be purchased by the Purchaser for cash consideration, without interest, of $1.90 net to the seller, and in the event the acquisition is consummated, each issued and outstanding share of Common Stock shall be converted into the right to receive cash, without interest, in the amount of $1.90 net to the seller. The capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Agreement. In connection with this opinion, we have reviewed, among other things: 1. The Agreement; 2. Vitronics Corporation Annual Report for the years ended December 31, 1994, 1995 and 1996; Board of Directors Page Two Vitronics Corporation September 3, 1997 3. Vitronics Corporation Form 10-K for the years ended December 31, 1994, 1995, and 1996; 4. Vitronics Corporation Quarterly Report Form 10-Q for the quarters ended September 30, 1996, March 31, 1997 and June 30, 1997; 5. Projections prepared by Vitronics Corporation management for five years ending December 31, 2002; We also have held discussions with members of the senior management of the Company regarding past and current business operations, financial condition and future prospects of the Company. In addition, we have reviewed the reported price and trading activity for the Common Stock, compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded and performed such other studies and analyses as we considered appropriate. In connection with our review, we relied without independent verification upon the accuracy and completeness of all of the financial and other information reviewed by us for the purposes of this opinion. With respect to the financial forecasts, we assumed, with your consent, that they have been reasonably prepared on a basis reflecting the best currently available estimates and judgements of the management of the Company. We have also assumed, without having responsibility for independent verification, that the statements made to us by the management of the Company are true and correct. We have not made an independent valuation or appraisal of the assets and liabilities of the Company. We have been advised as to all legal and tax matters by legal counsel and tax advisors to the Company upon whom we relied. This opinion letter is for the information and benefit of the Board of Directors of the Company in connection with its consideration of the Merger. A description of this opinion may be included in the proxy statement and may be referred to in other filings with the Securities and Exchange Commission pertaining to this subject matter, but only if in each case a copy of the report or opinion in its entirety is also included. Any such description will be submitted to Scott-Macon Securities, Inc. ("Scott-Macon") for our review and approval prior to its release. Our opinion may not be used for any other purpose or otherwise reproduced, disseminated, quoted, or referred to at any time, in any manner or for any purpose without our prior written consent. Our opinion is not intended to be and will not constitute a recommendation to any holder of Common Stock of the Company as to whether such stockholder should vote for the proposed transaction. Board of Directors Page Three Vitronics Corporation September 3, 1997 Scott-Macon, Ltd., an affiliate of Scott-Macon, has acted as financial advisor to the Company in connection with this transaction and will receive a fee for its services. Scott-Macon has received a fee in connection with this opinion. In the past, Scott-Macon, Ltd. and its affiliates have separately performed certain investment banking services for the Company and received fees customary for such services. Based upon and subject to the foregoing, we are of the opinion on the date hereof that the consideration to be received by the holders of Common Stock is fair from a financial point of view. Very truly yours, SCOTT-MACON SECURITIES, INC. /s/ Jeffrey M. Tepper Jeffrey M. Tepper Managing Director -----END PRIVACY-ENHANCED MESSAGE-----