Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D1 Diebold Inc. & Griffin Technology SC 14D1 10 38K
2: EX-1.A Exhibit (A)1 38 199K
10: EX-1.C Exhibit (C)1 87 195K
3: EX-2.A Exhibit (A)2 11 51K
11: EX-2.C Exhibit (C)2 11 34K
4: EX-3.A Exhibit (A)3 2 13K
12: EX-3.C Exhibit (C)3 5 22K
5: EX-4.A Exhibit (A)4 2 13K
6: EX-5.A Exhibit (A)5 3 13K
7: EX-6.A Exhibit (A)6 4± 19K
8: EX-7.A Exhibit (A)7 3 10K
9: EX-8.A Exhibit (A)8 3 19K
EX-8.A — Exhibit (A)8
| EX-8.A | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. The Offer is made solely by the Offer to Purchase dated
October 26, 1995 and the related Letter of Transmittal and is not being
made to (nor will tenders be accepted from or on behalf of) holders of
Shares residing in any jurisdiction in which the making of the Offer
or acceptance thereof would not be in compliance with the laws
of such jurisdiction. In any jurisdiction where the
securities, blue sky or other laws require the Offer to be
made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of the Purchaser by
Goldman, Sachs & Co., the Dealer Managers of the
Offer, or one or more registered brokers or
dealers licensed under the laws of such
jurisdictions.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
GRIFFIN TECHNOLOGY INCORPORATED
BY
D-GT ACQUISITION, INCORPORATED
A WHOLLY OWNED SUBSIDIARY
OF
DIEBOLD, INCORPORATED
AT
$7.75 NET PER SHARE
D-GT Acquisition, Incorporated, a New York corporation (the "Purchaser")
and a wholly owned subsidiary of Diebold, Incorporated, an Ohio corporation (the
"Parent"), is offering to purchase all outstanding shares of common stock, par
value $0.05 per share (the "Shares"), of Griffin Technology Incorporated, a New
York corporation (the "Company"), at $7.75 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated October 26, 1995 (the "Offer to Purchase") and in the
related Letter of Transmittal (which together constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, NOVEMBER 27, 1995, UNLESS THE OFFER IS EXTENDED.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY HAS DETERMINED THAT THE
OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE SHAREHOLDERS
OF THE COMPANY, HAS APPROVED THE OFFER AND THE MERGER AND RECOMMENDS THAT THE
COMPANY'S SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE
OFFER.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN IMMEDIATELY PRIOR TO THE EXPIRATION DATE (AS DEFINED
IN THE OFFER TO PURCHASE) THAT NUMBER OF SHARES REPRESENTING AT LEAST TWO-THIRDS
OF THE TOTAL NUMBER OF SHARES THEN OUTSTANDING ON A FULLY DILUTED BASIS (THE
"MINIMUM CONDITION").
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of October 20, 1995 (the "Merger Agreement"), among the Parent, the Purchaser
and the Company. The Merger Agreement provides that, among other things, the
Purchaser will make the Offer and that following the purchase of Shares pursuant
to the Offer and the satisfaction of the other conditions set forth in the
Merger Agreement and in accordance with relevant provisions of the New York
Business Corporation Law ("NYBCL"), the Purchaser will be merged with and into
the Company (the "Merger"). Following the consummation of the
Merger, the Company will continue as the surviving corporation and will be a
wholly owned subsidiary of the Parent. At the effective time of the Merger (the
"Effective Time"), each Share issued and outstanding immediately prior to the
Effective Time (other than Shares held in the treasury of the Company or owned
by the Parent or any wholly owned subsidiary of the Parent and other than Shares
held by shareholders exercising appraisal rights pursuant to Sections 623 and
910 of the NYBCL) will be cancelled and automatically converted into the right
to receive $7.75 in cash or any higher price per Share that may be paid pursuant
to the Offer, without interest.
Pursuant to the NYBCL, the affirmative vote of holders of two-thirds of the
outstanding Shares is required to approve and adopt the Merger Agreement and the
Merger. Concurrently with the execution of the Merger Agreement, the Purchaser
entered into agreements (the "Shareholder Tender Agreements") with each director
of the Company (each a "Seller Shareholder" and, collectively, the "Seller
Shareholders"), owning, in the aggregate, 761,966 Shares (representing
approximately 30% of the Shares outstanding on October 23, 1995 on a fully
diluted basis). Pursuant to the Shareholder Tender Agreements, each Seller
Shareholder has agreed to tender and sell (and not withdraw) all Shares owned
(beneficially or of record) by such Seller Shareholder pursuant to and in
accordance with the terms of the Offer. The Shareholder Tender Agreements also
provide that the Purchaser is entitled to receive a fee from the Seller
Shareholders, under certain circumstances, in connection with certain subsequent
transactions involving the Shares.
The Offer is subject to certain conditions set forth in the Offer to
Purchase. If any such condition is not satisfied, the Purchaser may (i)
terminate the Offer and return all tendered Shares to tendering shareholders,
(ii) extend the Offer and, subject to withdrawal rights as set forth below,
retain all such Shares until the expiration of the Offer as so extended, (iii)
waive such condition and, subject to any requirement to extend the period of
time during which the Offer is open, purchase all Shares validly tendered prior
to the Expiration Date and not withdrawn or (iv) delay acceptance for payment of
or payment for Shares, subject to applicable law, until satisfaction or waiver
of the conditions to the Offer.
The Purchaser expressly reserves the right, in its sole discretion, at any
time or from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to National City Bank
(the "Depositary"). Any such extension will be followed as promptly as
practicable by public announcement thereof no later than 9:00 a.m., New York
City time, on the next business day after the previously scheduled Expiration
Date.
For purposes of the Offer, the Purchaser shall be deemed to have accepted
for payment (and thereby purchased) tendered Shares when, as and if the
Purchaser gives oral or written notice to the Depositary of its acceptance of
the tenders of such Shares. Payment for Shares accepted for payment pursuant to
the Offer will be made only after timely receipt by the Depositary of
certificates for such Shares (or a confirmation of a book-entry transfer of such
Shares into the Depositary's account at the Book-Entry Transfer Facility (as
defined in the Offer to Purchase)), a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) and any other documents required by
the Letter of Transmittal or, in case of book-entry transfer, an Agent's Message
(as defined in the Offer to Purchase).
Tenders of Shares made pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date. Thereafter, such tenders are irrevocable, except
that they may be withdrawn at any time after December 24, 1995 unless
theretofore accepted for payment as provided in the Offer to Purchase. To be
effective, a written, telegraphic or facsimile transmission notice of withdrawal
must be timely received by the Depositary at one of its addresses set forth in
the Offer to Purchase and must specify the name of the person who tendered the
Shares to be withdrawn and the number of Shares to be withdrawn and the name of
the registered holders of the Shares, if different from that of the person who
tendered such Shares. If the Shares to be withdrawn have been delivered to the
Depositary, a signed notice of withdrawal with (except in the case of Shares
tendered by an Eligible Institution (as defined in the Offer to Purchase))
signatures guaranteed by an Eligible Institution must be submitted prior to the
release of such Shares. In addition, such notice must specify, in the case of
Shares tendered by delivery of certificates, the name of the registered holder
(if different from that of the tendering shareholder) and the serial numbers
shown on the particular certificates evidencing the Shares
2
to be withdrawn or, in the case of Shares tendered by book-entry transfer, the
name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Shares.
The information required to be disclosed by paragraph (e)(1)(vii) of Rule
14d-6 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended, is contained in the Offer to Purchase and is incorporated
herein by reference.
The Company has agreed to provide the Purchaser with the Company's
shareholder list and security position listings for the purpose of disseminating
the Offer to holders of Shares. The Offer to Purchase and the related Letter of
Transmittal will be mailed to record holders of Shares and will be furnished to
brokers, banks and similar persons whose names, or the names of whose nominees,
appear on the shareholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Requests for copies of the Offer to Purchase, the related Letter of
Transmittal and other tender offer materials may be directed to the Information
Agent or the Dealer Managers as set forth below, and copies will be furnished
promptly at the Purchaser's expense. The Purchaser will not pay any fees or
commissions to any broker or dealer or any other person (other than the Dealer
Managers) for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
D. F. KING & CO., INC.
77 Water Street
New York, New York 10005
BANKS AND BROKERS CALL COLLECT (212) 269-5550
ALL OTHERS CALL TOLL FREE (800) 549-6864
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
(800) 323-5678 (TOLL FREE)
October 26, 1995
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘SC 14D1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 12/24/95 | | 2 |
| | 11/27/95 | | 1 |
| | 10/27/95 |
| Filed on: | | 10/26/95 | | 1 | | 3 | | | SC 14D9 |
| | 10/23/95 | | 2 |
| | 10/20/95 | | 1 |
| List all Filings |
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