-----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, HXT6LILEqC6OjD/U5p+ppdgztmKZGcdUf7R9vgFn3CrNfjw/fDluTDjtVM/rplEm 55eJ6z5VNwWck1tEHaDPYQ== 0000950123-97-000064.txt : 19970107 0000950123-97-000064.hdr.sgml : 19970107 ACCESSION NUMBER: 0000950123-97-000064 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970106 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SQUARE INDUSTRIES INC CENTRAL INDEX KEY: 0000093134 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING [7500] IRS NUMBER: 132610905 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-17190 FILM NUMBER: 97501423 BUSINESS ADDRESS: STREET 1: 921 BERGEN AVE CITY: JERSEY CITY STATE: NJ ZIP: 07306 BUSINESS PHONE: 2017980090 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SQUARE INDUSTRIES INC CENTRAL INDEX KEY: 0000093134 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING [7500] IRS NUMBER: 132610905 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 921 BERGEN AVE CITY: JERSEY CITY STATE: NJ ZIP: 07306 BUSINESS PHONE: 2017980090 SC 14D9/A 1 AMENDMENT #1 TO SCHEDULE 14D9 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- SCHEDULE 14D-9* Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 AMENDMENT NO. 1 ----------------------------------- SQUARE INDUSTRIES, INC. (Name of Subject Company) SQUARE INDUSTRIES, INC. (Name of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 8522351 (CUSIP Number of Class of Securities) LOWELL HARWOOD CHAIRMAN AND CHIEF EXECUTIVE OFFICER SQUARE INDUSTRIES, INC. 921 BERGEN AVENUE JERSEY CITY, NEW JERSEY 07306 (201) 798-0090 (Name, address and telephone number of person authorized to receive notice and communications on behalf of the person(s) filing statement). COPIES TO: DANIEL R. KAPLAN, ESQ. LEO SILVERSTEIN, ESQ. PROSKAUER ROSE GOETZ & MENDELSOHN LLP BROCK, FENSTERSTOCK, SILVERSTEIN, 1585 BROADWAY MCAULIFFE & WADE, LLC NEW YORK, NEW YORK 10036 153 EAST 53RD STREET (212) 969-3200 NEW YORK, NEW YORK 10022 (212) 371-2000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- * This Solicitation/Recommendation Statement on Schedule 14D-9 relates to an offer for 100% of the outstanding shares of common stock of Square Industries, Inc. by a wholly-owned subsidiary of Central Parking Corporation. 2 This Amendment No. 1 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9, dated December 13, 1996 (the "Schedule 14D-9"), with respect to the tender offer by Central Parking System -- Empire State, Inc., a New York corporation ("Purchaser"), an indirect wholly-owned subsidiary of Central Parking Corporation, a Tennessee corporation ("Parent"), to acquire all of the outstanding shares of common stock, par value $.01 per share, of the Company (the "Common Stock" or the "Shares"), at a price of $28.50 per Share net to the seller in cash promptly following completion of the Offer, without interest thereon with an additional $2.50 per Share to be deposited by Parent and held in escrow as contingent consideration for distribution in whole or in part to either shareholders of the Company or Parent based upon resolution of certain matters and subject to adjustment pursuant to the Escrow Agreement, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 13, 1996, as amended or supplemented, and the related letter of transmittal. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Schedule 14D-9. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. Item 4(b) of the Schedule 14D-9 is hereby amended by deleting paragraphs 9, 10, 11, 12 and 13 and adding the following: On or about October 23, 1996, offers were submitted by three potential buyers, accompanied by proposed acquisition agreements, including Parent which submitted an all cash offer of $30.00 per share and, alternatively, an all stock offer of $34.00 per share payable in common stock of Parent. One of the bidders submitted a cash bid which was higher than the Parent's cash bid and one of the bidders submitted a cash bid which was significantly lower than the cash bids by Parent and the other bidder. A Special Meeting of the Board of Directors was held on October 29, 1996 at which the offers were reviewed and the Board authorized management of the Company and Blackstone to commence discussions with the two highest bidders with a view towards achieving more favorable terms. The Board of Directors determined not to pursue further discussions with the third bidder due to the fact that its bid was significantly lower than that of the other bidders. On November 1 and 4, 1996, management of the Company met separately with representatives of the two highest bidders to discuss the terms and suggested improvements to their respective offers, and at each meeting the bidders were requested to submit final offers by November 8, 1996. On November 8, 1996, such bidders submitted revised "final" offers which contained improved terms, including Parent which increased its cash offer to $31.00 per share and its stock offer to $40.00 per share. The other bidder submitted a cash offer in excess of $31.00 per share, which was higher than its previous offer. On November 11, 1996, the other bidder contacted the Company to advise the Company that it was withdrawing its "final offer" due to financing and other issues; however, on 3 November 20, 1996, it resubmitted a revised final offer with new financing sources indicated and new terms including a revised offer price of $31.25 per share, which was lower than its "final offer" price as previously submitted, but failed to provide a revised agreement which would contain the revised terms as requested by Blackstone. Blackstone was later advised by such other bidder of its determination not to proceed with the transaction, leaving Parent as the highest bidder. Item 4(b) of the Schedule 14D-9 is hereby amended by deleting paragraph no. 2 under the heading "Reasons for the Transaction; Factors Considered by the Board" and adding the following: 2. the presentation of Blackstone at the December 6, 1996 Board of Directors' meeting and the opinion of Blackstone (the "Opinion") to the effect that, as of the date of its Opinion and based upon and subject to certain matters stated therein, the consideration to be received by the holders of the Shares pursuant to the Offer and the Merger is fair, from a financial point of view, to the shareholders of the Company. The full text of the Opinion, which sets forth the assumptions made, matters considered and limitations on the review undertaken by Blackstone, is attached hereto as Exhibit 14 and is incorporated herein by reference (the Company has been authorized by Blackstone to include the Opinion and the consent thereto, which is attached hereto as Exhibit 15 and is incorporated herein by reference). Shareholders are urged to read the Opinion carefully in its entirety. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DOCUMENT Exhibit 1 -- Agreement and Plan of Merger dated as of December 6, 1996 between Square Industries, Inc., Central Parking Corporation and Central Parking System -- Empire State, Inc.* Exhibit 2 -- Pages 2-7 and 11-13 of the Company's Proxy Statement dated July 17, 1996.* Exhibit 3 -- Square Industries, Inc. Executive Severance Pay Plan.* Exhibit 4 -- Form of Employment Agreement between Brett Harwood, Central Parking Corporation, and Central Parking System, Inc.* Exhibit 5 -- Escrow Agreement dated December 6, 1996 among Square Industries, Inc., Central Parking Corporation, American National Bank and Lowell Harwood and Sanford Harwood.*
2 4
EXHIBIT NO. DOCUMENT Exhibit 6 -- Agreement to Support Transaction dated December 6, 1996 between Central Parking, Central Parking System -- Empire State, Inc., Lowell Harwood, Mrs. Lowell Harwood, Sanford Harwood, Brett Harwood, Mrs. Brett Harwood, Brett Harwood as custodian and trustee for his minor children, Leslie Harwood Ehrlich, Craig Harwood, Scott Harwood and Scott Harwood as custodian for his minor children.* Exhibit 7 -- Form of Confidentiality and NonCompete Agreement between Lowell Harwood, Sanford Harwood, Leslie Harwood Ehrlich, Central Parking Corporation and Central Parking System -- Empire State, Inc.* Exhibit 8 -- Form of Consultancy Agreement between Lowell Harwood and Central Parking System, Inc.* Exhibit 9 -- Form of Consultancy Agreement between Sanford Harwood and Central Parking System, Inc.* Exhibit 10 -- Confidentiality Agreement dated July 10, 1996 between Square Industries, Inc. and Central Parking Corporation.* Exhibit 11 -- Letter to Shareholders of Square Industries, Inc. dated December 13, 1996.* Exhibit 12 -- Press Release issued by Square Industries, Inc. dated December 9, 1996.* Exhibit 13 -- Opinion, dated December 6, 1996, of The Blackstone Group L.P.* Exhibit 14 -- Opinion, dated December 6, 1996, of The Blackstone Group L.P. Exhibit 15 -- Consent, dated December 11, 1996, of The Blackstone Group L.P.
- ------------------ * Previously filed. 3 5 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. SQUARE INDUSTRIES, INC. Dated: January 6, 1997 By /s/ Lowell Harwood ------------------------ Lowell Harwood Chairman and Chief Executive Officer 6 EXHIBIT INDEX
EXHIBIT NO. DOCUMENT Exhibit 1 -- Agreement and Plan of Merger dated as of December 6, 1996 between Square Industries, Inc., Central Parking Corporation and Central Parking System -- Empire State, Inc.* Exhibit 2 -- Pages 2-7 and 11-13 of the Company's Proxy Statement dated July 17, 1996.* Exhibit 3 -- Square Industries, Inc. Executive Severance Pay Plan.* Exhibit 4 -- Form of Employment Agreement between Brett Harwood, Central Parking Corporation, and Central Parking System, Inc.* Exhibit 5 -- Escrow Agreement dated December 6, 1996 among Square Industries, Inc., Central Parking Corporation, American National Bank and Lowell Harwood and Sanford Harwood.* Exhibit 6 -- Agreement to Support Transaction dated December 6, 1996 between Central Parking, Central Parking System -- Empire State, Inc., Lowell Harwood, Mrs. Lowell Harwood, Sanford Harwood, Brett Harwood, Mrs. Brett Harwood, Brett Harwood as custodian and trustee for his minor children, Leslie Harwood Ehrlich, Craig Harwood, Scott Harwood and Scott Harwood as custodian for his minor children.* Exhibit 7 -- Form of Confidentiality and NonCompete Agreement between Lowell Harwood, Sanford Harwood, Leslie Harwood Ehrlich, Central Parking Corporation and Central Parking System -- Empire State, Inc.* Exhibit 8 -- Form of Consultancy Agreement between Lowell Harwood and Central Parking System, Inc.* Exhibit 9 -- Form of Consultancy Agreement between Sanford Harwood and Central Parking System, Inc.* Exhibit 10 -- Confidentiality Agreement dated July 10, 1996 between Square Industries, Inc. and Central Parking Corporation.* Exhibit 11 -- Letter to Shareholders of Square Industries, Inc. dated December 13, 1996.* Exhibit 12 -- Press Release issued by Square Industries, Inc. dated December 9, 1996.* Exhibit 13 -- Opinion, dated December 6, 1996, of The Blackstone Group L.P.* Exhibit 14 -- Opinion, dated December 6, 1996, of The Blackstone Group L.P. Exhibit 15 -- Consent, dated December 11, 1996, of The Blackstone Group L.P.
- ------------------ * Previously filed. EX-99.14 2 OPINION OF THE BLACKSTONE GROUP L.P. 1 [THE BLACKSTONE GROUP LETTERHEAD] December 6, 1996 Board of Directors Square Industries, Inc. 921 Bergen Avenue Jersey City, NJ 07306 Dear Sirs: You have asked our opinion with respect to the fairness, from a financial point of view, to the holders, excluding shares as to which dissenters' rights have properly been exercised, of the common stock, par value $0.01 per share (the "Shares"), of Square Industries, Inc. (the "Company") of the consideration to be received by such holders in connection with (a) the proposed tender offer (the "Offer") by Central Parking System -- Empire State, Inc. (the "Acquisition Sub"), a wholly-owned subsidiary of Central Parking Corporation (the "Parent"), for all outstanding Shares at a price equal to $28.50 per Share, in cash, plus an additional amount placed into escrow, as more fully set forth in the Agreement (defined below) (the "Consideration"), and (b) the proposed merger of the Acquisition Sub with and into the Company pursuant to the Merger Agreement (the "Agreement") dated as of December 6, 1996 among the Company, the Parent and the Acquisition Sub (the "Merger", and together with the Offer, the "Transaction"), pursuant to which all Shares remaining outstanding, other than Shares owned by the Parent, the Acquisition Sub or their affiliates, or Shares as to which dissenters' rights have properly been exercised, will be converted into the right to receive an amount in cash equal to the Consideration. The terms and conditions of the Merger are more fully set forth in the Agreement. In arriving at our opinion, we have reviewed and analyzed: (i) the terms of the Agreement and certain related documents, including the Escrow Agreement, Agreement to Support the Transaction, and Confidentiality and Noncompete Agreement; (ii) certain publicly available information concerning the business, financial condition, assets and operations of the Company which we believe to be relevant to our inquiry; (iii) certain publicly available information relating to financial markets and industry and economic conditions; and (iv) certain financial and other information, including financial forecasts, with respect to the business operations, assets, financial condition and prospects of the Company furnished to us by the Company that is not publicly available. We have met with management of the Company to discuss the business, operations, assets, financial condition, history and prospects of the Company's business. In conducting our analysis, we have also considered (i) certain publicly available and other information concerning the trading of, and the trading market for, the Shares; (ii) the historical and current financial position and the historical and projected cash flows and results of operations of the Company; (iii) publicly available historical and current financial information and stock price data with respect to certain public companies with operations that we considered comparable to those of the Company or otherwise considered relevant; (iv) the financial terms of certain business combination transactions involving companies with operations that we considered comparable to the Company; and 2 (v) the appraised and book values of the Company's owned real estate. In addition to the foregoing, we have conducted such other studies, analyses and investigations as we have deemed appropriate in arriving at our opinion. In the course of our investigation, we have relied upon, and have assumed the accuracy and completeness of, all of the foregoing information, and we have not assumed any responsibility for independent verification of any such information. We have further relied upon the assurances of management of the Company that they are not aware of any facts that would make such information inaccurate, incomplete or misleading. With respect to financial forecasts of the Company, we have relied upon the Company's assurances that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the Company's management as to the future financial performance of the Company. We express no view as to such financial forecasts or the assumptions on which they are based. We have made a limited physical inspection of the properties and facilities of the Company, but have not made an independent appraisal of the assets of the Company. We reviewed independent appraisals of the Company's owned real restate and have assumed that these appraisals were prepared on a reasonable basis. (We note that these appraisals on the majority of the Company's owned real estate were prepared in 1994.) Our opinion is necessarily based upon business, market, economic, regulatory and other conditions as they exist on, and can be evaluated as of, the date hereof. We have acted as financial advisor to the Company in connection with the Transaction and will receive a fee for our services, including for rendering this opinion, which is in part contingent upon the consummation of the Transaction. In addition, the Company has agreed to indemnify us for certain liabilities arising out of the rendering of this opinion. Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Consideration to be received by holders of the Shares pursuant to the Agreement is fair to such holders from a financial point of view. This opinion is for the use and benefit of the Board of Directors of the Company and shall not be disclosed publicly or made available to any third party without prior written approval. Our opinion does not constitute a recommendation to any stockholder of the Company as to how such a stockholder should respond to the Offer or otherwise take any other action with respect to the Transaction. Very truly yours, The Blackstone Group EX-99.15 3 CONSENT OF THE BALCKSTONE GROUP L.P. 1 [THE BLACKSTONE GROUP LETTERHEAD] December 11, 1996 Board of Directors Square Industries, Inc. 921 Bergen Avenue Jersey City, NJ 07036 Dear Sirs: The Opinion Letter attached hereto as Exhibit A (the "Opinion Letter") was issued with respect to the fairness, from a financial point of view, to the holders, excluding shares as to which dissenters' rights have been properly exercised, of the common stock, par value $0.01 per share (the "Shares"), of Square Industries, Inc., (the "Company") of the consideration to be received by the holders in connection with (a) the proposed tender offer (the "Offer") by Central Parking System -- Empire State, Inc. (the "Acquisition Sub"), a wholly-owned subsidiary of Central Parking Corporation (the "Parent"), for all outstanding Shares at a price equal to $28.50 per Share, in cash, plus an additional amount placed into escrow, as more fully set forth in the Agreement (defined below) (the "Consideration"), and (b) the proposed merger of the Acquisition Sub with and into the Company pursuant to the Merger Agreement (the "Agreement") dated as of December 6, 1996 among the Company, the Parent and the Acquisition Sub (the "Merger", and together with the Offer, the "Transaction"), pursuant to which all Shares remaining outstanding, other than Shares owned by the Parent, the Acquisition Sub or their affiliates, or Shares as to which dissenters' rights have properly been exercised, will be converted into the right to receive an amount in cash equal to the Consideration. We authorize you to file the Opinion Letter as an exhibit to the Company's 14D-9 filing in response to the Parent's 14D-1 filing in connection with the Transaction. In authorizing you to file the Opinion Letter, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission. Except as indicated in the paragraph above, this letter does not constitute an authorization to disclose publicly, or make available to any third party, in any other circumstance such Opinion Letter without our prior written approval. Very truly yours, /s/ THE BLACKSTONE GROUP 2 [THE BLACKSTONE GROUP LETTERHEAD] EXHIBIT A Board of Directors Square Industries, Inc. 921 Bergen Avenue Jersey City, NJ 07306 Dear Sirs: You have asked our opinion with respect to the fairness, from a financial point of view, to the holders, excluding shares as to which dissenters' rights have properly been exercised, of the common stock, par value $0.01 per share (the "Shares"), of Square Industries, Inc. (the "Company") of the consideration to be received by such holders in connection with (a) the proposed tender offer (the "Offer") by Central Parking System -- Empire State, Inc. (the "Acquisition Sub"), a wholly-owned subsidiary of Central Parking Corporation (the "Parent"), for all outstanding Shares at a price equal to $28.50 per Share, in cash, plus an additional amount placed into escrow, as more fully set forth in the Agreement (defined below) (the "Consideration"), and (b) the proposed merger of the Acquisition Sub with and into the Company pursuant to the Merger Agreement (the "Agreement") dated as of December 6, 1996 among the Company, the Parent and the Acquisition Sub (the "Merger", and together with the Offer, the "Transaction"), pursuant to which all Shares remaining outstanding, other than Shares owned by the Parent, the Acquisition Sub or their affiliates, or Shares as to which dissenters' rights have properly been exercised, will be converted into the right to receive an amount in cash equal to the Consideration. The terms and conditions of the Merger are more fully set forth in the Agreement. In arriving at our opinion, we have reviewed and analyzed: (i) the terms of the Agreement and certain related documents, including the Escrow Agreement, Agreement to Support the Transaction, and Confidentiality and Noncompete Agreement; (ii) certain publicly available information concerning the business, financial condition, assets and operations of the Company which we believe to be relevant to our inquiry; (iii) certain publicly available information relating to financial markets and industry and economic conditions; and (iv) certain financial and other information, including financial forecasts, with respect to the business operations, assets, financial condition and prospects of the Company furnished to us by the Company that is not publicly available. We have met with management of the Company to discuss the business, operations, assets, financial condition, history and prospects of the Company's business. In conducting our analysis, we have also considered (i) certain publicly available and other information concerning the trading of, and the trading market for, the Shares; (ii) the historical and current financial position and the historical and projected cash flows and results of operations of the Company; (iii) publicly available historical and current financial information and stock price data with respect to certain public companies with operations that we considered comparable to those of the Company or otherwise considered relevant; (iv) the financial terms of certain business combination transactions involving companies with operations that we considered comparable to the Company; and 3 (v) the appraised and book values of the Company's owned real estate. In addition to the foregoing, we have conducted such other studies, analyses and investigations as we have deemed appropriate in arriving at our opinion. In the course of our investigation, we have relied upon, and have assumed the accuracy and completeness of, all of the foregoing information, and we have not assumed any responsibility for independent verification of any such information. We have further relied upon the assurances of management of the Company that they are not aware of any facts that would make such information inaccurate, incomplete or misleading. With respect to financial forecasts of the Company, we have relied upon the Company's assurances that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the Company's management as to the future financial performance of the Company. We express no view as to such financial forecasts or the assumptions on which they are based. We have made a limited physical inspection of the properties and facilities of the Company, but have not made an independent appraisal of the assets of the Company. We reviewed independent appraisals of the Company's owned real estate and have assumed that these appraisals were prepared on a reasonable basis. (We note that these appraisals on the majority of the Company's owned real estate were prepared in 1994.) Our opinion is necessarily based upon business, market, economic, regulatory and other conditions as they exist on, and can be evaluated as of, the date hereof. We have acted as financial advisor to the Company in connection with the Transaction and will receive a fee for our services, including for rendering this opinion, which is in part contingent upon the consummation of the Transaction. In addition, the Company has agreed to indemnify us for certain liabilities arising out of the rendering of this opinion. Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Consideration to be received by holders of the Shares pursuant to the Agreement is fair to such holders from a financial point of view. This opinion is for the use and benefit of the Board of Directors of the Company and shall not be disclosed publicly or made available to any third party without prior written approval. Our opinion does not constitute a recommendation to any stockholder of the Company as to how such a stockholder should respond to the Offer or otherwise take any other action with respect to the Transaction. Very truly yours, The Blackstone Group -----END PRIVACY-ENHANCED MESSAGE-----