-----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, GydzH1gFLSPflrCsOD8bjiE0xNU+P3e/Je0iw3DXZmgn9t5H4S064jhvCJiXX7hq VI0ssGDlABabCh8+Nbq7qw== 0000950123-99-007790.txt : 19990818 0000950123-99-007790.hdr.sgml : 19990818 ACCESSION NUMBER: 0000950123-99-007790 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990817 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRAN CORP CENTRAL INDEX KEY: 0000718487 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] IRS NUMBER: 042729372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-34595 FILM NUMBER: 99694719 BUSINESS ADDRESS: STREET 1: 50 HALL ROAD CITY: STURBRIDGE STATE: MA ZIP: 01566 BUSINESS PHONE: 5083472261 MAIL ADDRESS: STREET 1: 50 HALL ROAD CITY: STURBRIDGE STATE: MA ZIP: 01566 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRAN CORP CENTRAL INDEX KEY: 0000718487 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] IRS NUMBER: 042729372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 50 HALL ROAD CITY: STURBRIDGE STATE: MA ZIP: 01566 BUSINESS PHONE: 5083472261 MAIL ADDRESS: STREET 1: 50 HALL ROAD CITY: STURBRIDGE STATE: MA ZIP: 01566 SC 14D9/A 1 AMENDMENT #2 TO SCHEDULE 14D-9 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 2 TO SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ SPECTRAN CORPORATION (NAME OF SUBJECT COMPANY) ------------------------ SPECTRAN CORPORATION (NAME OF PERSON FILING STATEMENT) ------------------------ COMMON STOCK, $.10 PAR VALUE (TITLE OF CLASS OF SECURITIES) ------------------------ 847598109 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ CHARLES B. HARRISON CHIEF EXECUTIVE OFFICER SPECTRAN CORPORATION 50 HALL ROAD STURBRIDGE, MASSACHUSETTS 01566 (508) 347-2261 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT) ------------------------ Copies to: IRA S. NORDLICHT, ESQ. NORDLICHT & HAND 645 FIFTH AVENUE NEW YORK, NEW YORK 10022 (212) 421-6500 ================================================================================ 2 This Amendment No. 2 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9, dated July 21, 1999 (the "Schedule 14D-9") with respect to the tender offer by Lucent Technologies Inc., a Delaware corporation ("Lucent"), and Seattle Acquisition Inc., a Delaware corporation and wholly owned subsidiary of Lucent (the "Purchaser"), to acquire all of the outstanding common stock, $.10 par value per share (the "Shares"), of SpecTran Corporation (the "Company") at a price of $9.00 per Share, upon the terms and conditions set forth in the Offer to Purchase, dated July 21, 1999, and the related letter of transmittal. Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Schedule 14D-9. ITEM 4. The Solicitation or Recommendation. The response to Item 4(b), subtitled Background of the Offer; Reasons for the Recommendation, is hereby supplemented, by amending and restating paragraph (vii) under "Reasons for the Recommendation" as follows: (vii) current financial market conditions, volatility and trading information with respect to the Shares of the Company and the historical prices for the Shares, including the fact that, although the proposed purchase price of $9 per Share is less than recent NASDAQ National Market Closing prices for the Shares, representing a discount of approximately 21.7% over the July 14, 1999 market price of $11.50 per Share and discounts of approximately 14.0% and 4.0% over the one and two months average closing prices of $10.46 and $9.37 per Share, respectively, the $9 per Share purchase price represents: a premium of approximately 10.2% over the three month average closing price of $8.17 per Share; a premium of approximately 38.2% over the six month average closing price of $6.51 per Share; a premium of approximately 40.2% over the average closing price since January 1, 1999; and a premium of approximately 56.6% over the one year average closing price of $5.75; and a determination that the proposed purchase price is fair even though it does not include a premium over the closing price of Shares on the Nasdaq National Market on July 14, 1999 due to the following factors: (i) that the Company and its financial advisors solicited expressions of interest in a variety of transactions from 34 companies over more than six months and that such solicitation did not produce any offers that were superior to the Offer; (ii) that the Company's public announcement that it was exploring various financial alternatives including entering into strategic alliances did not produce any offers that were superior to the Offer; (iii) Lazard's opinion that the $9 in cash per Share to be paid to the stockholders of the Company pursuant to the Offer and the Merger was fair to such stockholders from a financial point of view; and (iv) that the $11.50 closing price for the Shares on July 14, 1999 might not accurately reflect the value of the Company based upon the fact that the Shares had a relatively low average daily trading volume and were historically volatile, coupled with the likelihood that the July 14, 1999 closing price reflected, in part, market speculation regarding a possible takeover of the Company and would not be sustained if a transaction did not go forward. 3 ITEM 9. Materials to be Filed as Exhibits (a)(6) Letter of Lazard Freres & Co. LLC dated August 12, 1999. (a)(7) Press Release issued by the Company on August 17, 1999. 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 accurate. SPECTRAN CORPORATION By: /s/ CHARLES B. HARRISON ---------------------------- Charles B. Harrison President, Chief Executive Officer and Chairman of the Board Dated: August 17, 1999 4 EXHIBIT INDEX Exhibit Description No. - ------- -------------------------------------------------------- (a)(6) Letter of Lazard Freres & Co. LLC dated August 12, 1999. (a)(7) Press Release issued by the Company on August 17, 1999. EX-99.A.6 2 LETTER OF LAZARD FRERES & CO. LLC DATED 8/12/1999 1 EXHIBIT (A)(6) August 12, 1999 Board of Directors SpecTran Corporation 50 Hall Road Sturbridge, Massachusetts 01566 Re: Schedule 14D-9 of SpecTran Corporation filed July 21, 1999 Ladies and Gentlemen: Reference is made to our opinion letter dated July 15, 1999 with respect to the Agreement of Merger, dated as of July 15, 1999, by and among SpecTran Corporation (the "Company"), Lucent Technologies Inc. ("Lucent"), and Seattle Acquisition Inc., a wholly-owned subsidiary of Lucent. The foregoing opinion letter is provided for the information and assistance of the Board of Directors of the Company in connection with its consideration of the transaction contemplated therein and is not to be used, circulated, quoted or otherwise referred to for any other purpose, nor is it to be filed with or included in or referred to in whole or in part in any registration statement, proxy statement or other document, except in accordance with our prior written consent. We understand that the Company has determined to include our opinion in the above-referenced Schedule 14-D9. In that regard, we hereby consent to the reference to the opinion of our Firm under the caption "Item 4. The Solicitation or Recommendation" and to the inclusion of the foregoing opinion in the above-referenced Schedule 14D-9. We also consent to the filing with the Securities and Exchange Commission of this consent letter as an exhibit to the above-referenced Schedule 14D-9. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, LAZARD FRERES & CO. LLC By /s/ Melvin L. Heineman ---------------------- Melvin L. Heineman Managing Director EX-99.A.7 3 PRESS RELEASE ISSUED 8/17/1999 1 Exhibit (a)(7) NEWS RELEASE FROM: L.B. STUAFFER, SR. VP NICHOLAS PATRUNO, INVESTOR RELATIONS PORTER, LEVAY & ROSE, INC. (212) 564-4700 COMPANY GEORGE ROBERTS, CFO CONTACT: (508) 347-2261 FOR IMMEDIATE RELEASE SPECTRAN FILES AMENDMENT TO SCHEDULE 14D-9 STURBRIDGE, MA, AUGUST 17, 1999 - SpecTran Corporation (NASDAQ; NM:SPTR), which develops, manufactures and markets glass optical fibers and value-added fiber optic products, today filed an amendment to the Schedule 14D-9 Solicitation/Recommendation Statement that was filed by it with the Securities and Exchange Commission related to the tender offer by Lucent Technologies Inc. to purchase all of SpecTran's outstanding shares for $9.00 per share. The amendment to the Schedule 14D-9 contains the following information: ITEM 4. The Solicitation or Recommendation. The response to Item 4(b), subtitled Background of the Offer; Reasons for the Recommendation, is hereby supplemented, by amending and restating paragraph (vii) under "Reasons for the Recommendation" as follows: (vii) current financial market conditions, volatility and trading information with respect to the Shares of the Company and the historical prices for the Shares, including the fact that, although the proposed purchase price of $9 per Share is less than recent NASDAQ National Market Closing prices for the Shares, representing a discount of approximately 21.7% over the July 14, 1999 market price of $11.50 per Share and discounts of approximately 14.0% and 4.0% over the one and two months average closing prices of $10.46 and $9.37 per Share, respectively, the $9 per Share purchase price represents: a premium of approximately 10.2% over the three month average closing price of $8.17 per Share; a premium of approximately 38.2% over the six month average closing price of $6.51 per Share; a premium of approximately 40.2% over the average closing price since January 1, 1999; and a premium of approximately 56.6% over the one year average closing price of $5.75; and a determination that the 2 proposed purchase price is fair even though it does not include a premium over the closing price of Shares on the Nasdaq National Market on July 14, 1999 due to the following factors: (i) that the Company and its financial advisors solicited expressions of interest in a variety of transactions from 34 companies over more than six months and that such solicitation did not produce any offers that were superior to the Offer; (ii) that the Company's public announcement that it was exploring various financial alternatives including entering into strategic alliances did not produce any offers that were superior to the Offer; (iii) Lazard's opinion that the $9 in cash per Share to be paid to the stockholders of the Company pursuant to the Offer and the Merger was fair to such stockholders from a financial point of view; and (iv) that the $11.50 closing price for the Shares on July 14, 1999 might not accurately reflect the value of the Company based upon the fact that the Shares had a relatively low average daily trading volume and were historically volatile, coupled with the likelihood that the July 14, 1999 closing price reflected, in part, market speculation regarding a possible takeover of the Company and would not be sustained if a transaction did not go forward. SpecTran Corporation develops, manufactures and markets glass optical fibers and value-added fiber optic products. For global communications markets, SpecTran manufactures standard fiber and cable as well as special performance fiber and cable. The company's application specific optical fiber and cable products also serve industrial, aerospace and medical markets worldwide. For additional information about SpecTran, visit the Company's web site at www.spectran.com. NOTE: This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainties that may cause results to differ materially from expectations, including, without limitation, the ability of the company to market and develop its products, general economic conditions and competitive conditions in markets served by the company. Forward-looking statements include, but are not limited to, global economic conditions, product demand, competitive products and pricing, manufacturing efficiencies, cost reductions, manufacturing capacity, facility expansions and new plant start-up costs, the rate of technology change, and other risks. Although the company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the 3 inclusion of such information should not be regarded as a representation by the company or any other person that the objectives and plans of the company will be achieved. -----END PRIVACY-ENHANCED MESSAGE-----