SEC Info - Decrane Aircraft Holdings Inc - ‘SC 14D9/A’ on 8/20/98 re: Decrane Aircraft Holdings Inc

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Decrane Aircraft Holdings Inc – ‘SC 14D9/A’ on 8/20/98 re: Decrane Aircraft Holdings Inc – EX-9

As of: Thursday, 8/20/98 · Accession #: 1047469-98-32236 · File #: 5-52423

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/20/98  Decrane Aircraft Holdings Inc     SC 14D9/A              4:126K Decrane Aircraft Holdings Inc     Merrill Corp/New/FA

Amendment to Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9/A   Amendment to Tender-Offer                              9     48K 
                          Solicitation/Recommendation Statement                  
 2: EX-8        Opinion re: Tax Matters                               19    106K 
 3: EX-9        Voting Trust Agreement                                15     38K 
 4: EX-10       Material Contract                                      8     26K

EX-9 — Voting Trust Agreement

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                                                                       Exhibit 9

 IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE

IN AND FOR NEW CASTLE COUNTY

-----------------------------------------x                                      
TAAM Associates, Inc.                         :                                 
Plaintiff,                 :              
v.                                         :                              
R. JACK DeCRANE, R.G. MACDONALD,              :                                 
CHARLES H. BECKER, ROBERT A. RANKIN,          :        C.A. NO. 16551-NC        
ROGER L. KELLER, JAMES R. BERMAN,             :                                 
PAUL H. CASCIO, MITCHELL I. QUAIN,            :                                 
JONATHAN A. SWEEMER, DeCRANE                  :                                 
AIRCRAFT HOLDINGS, INC., DONALDSON            :                                 
LUFKIN JENRETTE INC. AND DeCRANE              :                                 
ACQUISITION CO.                               :                                 
Defendants.                :              
-----------------------------------------x                                      

AMENDED CLASS ACTION COMPLAINT

Plaintiff alleges upon information and belief, except for paragraph 1 hereof,   
which is alleged upon knowledge, as follows:                                    

1.       Plaintiff has been the owner of the common stock of DeCrane Aircraft   
Holdings, Inc. ("DeCrane Aircraft" or the "Company") since prior to the         
transaction herein complained of and continuously to date.                      

2.       Defendant DeCrane Aircraft is a corporation duly organized and existing
under the laws of the State of Delaware. The Company is a leader in the         
manufacturing and integration of avionics components primarily for the          
commercial aircraft market, with the balance for the corporate, military and    
regional airplane sectors.                                                      

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3.       Defendant Donaldson, Lufkin & Jenrette ("DLJ") is a Delaware           
corporation based in New York, New York and is a leading integrated investment  
and merchant bank servicing institutional corporate, governmental individual    
clients.                                                                        

4.       Defendant DeCrane Acquisition Co. ("DeCrane Acquisition") is a Delaware
corporation and is owned or controlled by defendant DLJ and/or its affiliates.  

5.       Defendant R. Jack DeCrane, the founder of the Company, is Chairman of  
the Company's Board of Directors.                                               

6.       Defendant R.G. MacDonald is Vice Chairman of t he Company's Board of   
Directors and was President of the Company from April 1993 to December 1996.    

7.       Defendant Charles H. Becker is President, Chief Operating Officer and  
Director of the Company.                                                        

8.       Defendant Robert A. Rankin is Chief Financial Officer and a Director of
the Company.                                                                    

9.       Defendant Roger L. Keller is Group Vice President of Systems and a     
Director of the Company.                                                        

10.      Defendant James R. Bergman, is one of the founders and a Director of   
the Company and is the nominee of DSV Partners IV, which owns 6.5% of the       
Company's outstanding stock.                                                    

11.      Defendant Paul H. Cascio is a Director of the Company and is general   
partner of Brantley Venture Partners II, L.P., which owns or controls 6.5% of   
the Company's outstanding common stock.                                         

12.     Defendant Jonathan A. Sweemer is the nominee of Nassau Capital Partners,
L.P., which owns or controls 11.6% of the Company's outstanding common stock.   

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13.      Defendant Mitchell I. Quain is a Director of the Company.              

14.      The Individual Defendants, who collectively own approximately 22.5% of 
the Company's outstanding common stock, are in a fiduciary relationship with    
Plaintiff and the other public stockholders of DeCrane Aircraft and owe them the
highest obligations of good faith and fair dealing.                             

  CLASS ACTION ALLEGATIONS

15.      Plaintiff brings this action on its own behalf and as a class action,  
pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all     
common stockholders of the Company (except the defendants herein and any person,
firm, trust, corporation, or other entity related to or affiliated with any of  
the defendants) and their successors in interest, who are or will be threatened 
with injury arising from defendants' actions as more fully described herein.    

16.      This action is properly maintainable as a class action because:        

(a)      The class is so numerous that joinder of all members is impracticable. 
As of May 11, 1998, there were approximately 1,524,740 shares of DeCrane        
Aircraft common stock outstanding owned by hundreds, if not thousands, or record
and beneficial, holders,                                                        

(b)      There are questions of law and fact which are common to the class      
including, inter alia, the following: (i) whether defendants have breached their
fiduciary and other common law duties owed by them to plaintiff and the members 
of the class; and (ii) whether the class is entitled to injunctive relief or    
damages as a result of the wrongful conduct committed by defendants.            

(c)      Plaintiff is committed to prosecuting this action and has retained     
competent counsel experienced in litigation of this nature. The claims of the   
plaintiff are                                                                   

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typical of the claims of other members of the class and plaintiff has the same  
interest as the other members of the class. Plaintiff will fairly and adequately
represent the class.                                                            

(d)      Defendants have acted in a manner which affects plaintiff and all      
members of the class alike, thereby making appropriate injunctive relief and/or 
corresponding declaratory relief with respect to the class of a whole.          

(e)      The prosecution of separate actions by individual members of the Class 
would create a risk of inconsistent or varying adjudications with respect to    
individual members of the Class, which would establish incompatible standards of
conduct for defendants, or adjudications with respect to individual members of  
the Class which would, as a practical matter, be dispositive of the interests of
other members or substantially impair or impede their ability to protect their  
interests.                                                                      

SUBSTANTIVE ALLEGATIONS 
BACKGROUND

17.      DeCrane Aircraft's recent operating results have been exceptional.  In 
a press release dated March 3,1998 announcing its results for the fourth quarter
and year ended December 31, 1997, the Company reported that fourth quarter      
revenue increased 27.1% and pro forma earnings per share had increased 57.9%    
over the same period in the prior year. For the year, the Company reported that 
revenues advanced 67.3% and pro forma earnings per share rose 120%. The Company 
has continued to produce strong revenue and earnings growth this year. For the  
first quarter ending March 31, 1998, the Company reported that revenues advanced
11.5% to $29.1 million from $26.1 million for the first quarter of 1997. Gross  
profit improved 49.5% to $9 million from $6 million over the first quarter in   
the prior year, while the Company's gross margins continued to improve to 30.9% 
percent from 23% in the prior period. Significantly, the Company's              

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net income for the first quarter of 1998 increased 168.4% to $1.7 million from  
$0.6 million in the same period in the prior year. Defendant DeCrane commented  
that "our acquisition strategy together with our overall business approach of   
carefully focusing on product and service niches we can dominate is working. We 
remain on course to deliver strong results for the balance of the year."        

18.      Despite these spectacular results, DeCrane Aircraft's stock price      
has languished. Given the Company's strong financial performance, its           
prospects for future growth and expansion are substantial, and the intrinsic    
value of DeCrane Aircraft is far greater then that reflected in the market      
price of DeCrane Aircraft's stock.                                              

DLJ Acts to Acquire DeCrane Aircraft

19.      On July 17, 1998, defendants DeCrane Aircraft and DLJ announced that   
DeCrane Aircraft and an affiliate of DLJ Merchant Banking Partners II, DeCrane  
Acquisition Co., a Delaware corporation ("DeCrane Acquisition"), had entered    
into a definitive merger agreement pursuant to which DeCrane Acquisition will   
acquire DeCrane Aircraft in a transaction valued at approximately $173 million. 
DLJ Merchant Banking Partners II, is controlled by defendant DLJ.               

20.      On or about July 22, 1998, DeCrane Acquisition commenced a cash tender 
offer for all of the Company's outstanding common shares at $23 per share by    
filing an Offer to Purchase on Schedule 14D-1 (the "14D-1) with the United      
States Securities and Exchange Commission ("SEC"). On the same day, the         
Individual Defendants caused DeCrane Aircraft to file with the SEC a            
Solicitation/Recommendation Statement on Schedule 14D-9 (the "14D-9"). The two  
filings purported to describe, inter alia, the merger transaction, the history  
of the negotiations between the companies, the opinion of DeCrane Aircraft's    
financial advisor and                                                           

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certain other purportedly relevant information. The 14D-9 was apparently mailed 
to DeCrane Aircraft shareholders shortly after dissemination of the 14D-1.      

The 14D-9 Fails to Disclose Material Information                                

A.       The Equity Participation Of Management                                 
Following The Tender Offer is Not Disclosed                   

21.      The 14D-9 fails to disclose material information necessary for DeCrane 
Aircraft shareholders to make an informed decision. For example, buried within  
the 14D-1 is the statement "It is DLJMB's [DLJ Merchant Banking Partners II,    
L.P.] intention to afford certain key members of the Company's management the   
opportunity to purchase an equity participation in Parent [DeCrane Holdings     
Co]," which is owned and controlled by DLJ and its affiliates. The 14D-1 also   
states "No agreement has been entered into between DLJMB, Parent or Purchaser,  
on the one hand, and management of the Company, on the other, regarding such    
equity participation, and no discussions or negotiations regarding such equity  
participation are currently anticipated to occur during the pendency of the     
Offer." The 14D-9, however, is completely silent with respect to the proposed   
"equity participation" of senior management in the successor company once       
DeCrane Aircraft's public shareholders have been eliminated. The 14D-9 fails to 
disclose the identities of the "certain key members of the Company's management"
who will be granted the right to equity participation in the successor company, 
and whether any of these "key members" are also directors upon whose            
recommendation to accept the tender offer stockholders are being asked to rely. 
Presumably, there were discussions between defendant DLJ and senior management  
prior to the execution of the merger agreement regarding the equity             
participation of senior management in the successor company. However, the 14D-9 
fails to disclose what the substance of these discussions was and when and on   
what terms senior management will be                                            

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permitted to reassert their ownership interests in the Company. Absent this     
information, DeCrane Aircraft's public shareholders are unable to make an       
informed decision about the fairness and adequacy of the proposed buy-out at $23
per share.                                                                      

B.       The Failure To Shop The Company                                        

22.     The 14D-9 fails to disclose the efforts, if any, of the DeCrane Aircraft
Board to comply with their fiduciary duties to solicit indications of interest  
or competing bids from third parties in this change-of-control transaction. On  
July 15, 1998, a mere two days before the merger agreement was executed, the    
Board of Directors "broadened the scope of the authority of the Special         
Committee to consider acquisition proposals and strategic alternatives in       
addition to a business combination with DLJ. However, it is not disclosed       
whether this expanded mandate authorized the Special Committee or its financial 
advisor to actively solicit, and not merely "consider", competing bids for the  
Company and if it did, what the results of these efforts were. Additionally, if 
the Special Committee and/or its financial advisor were not authorized to       
solicit competing bids, the 14D-9 fails to provide any explanation or rationale 
for this apparent failure to explore other strategic alternatives.              

23.      Additionally, the 14D-9 discloses that, after defendants announced the 
proposed acquisition, the Company received an indication of interest from       
another potential acquiror. However, no information is provided concerning the  
terms of this alternative acquisition, who made the proposal, or the extent to  
which it was pursued. Considering the apparent failure of the Board to actively 
pursue strategic alternatives, such an omission as inexcusable.                 

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24.      Attached to the 14D-9 is a letter dated July 21, 1998, from Warburg    
Dillon Reed ("Warburg"), the Special Committee's financial advisor, to the      
Company's Board of Directors (the "fairness opinion") opining that the proposed 
transaction is fair to DeCrane Aircraft's public shareholders from a financial  
point of view. The fairness opinion states "You have not asked us to solicit or 
otherwise evaluate any other offers that may be available to the Company."      

25.      Given the lack of information provided concerning the potential value  
to be received in competing bids, investors are unable to consider the proposed 
acquisition on an informed basis because they have no way of knowing if the     
proposed acquisition price is low in relation to what DeCrane Aircraft could    
receive in an open market auction or, at the very least, by soliciting other    
bids. Defendants fail to disclose the Company's purported rationale in directing
its financial advisor not to conduct a formal auction and not to solicit        
competing bids for DeCrane Aircraft.                                            

C.       The Absence of Current Financial                                       
Information or Detailed Projections                           

26.      The 14D-1 contains historical information concerning the Company only  
through the three months ended March 31, 1997. The failure to provide more      
recent financial information on which the Company's shareholders can base a     
decision whether to tender or not is inexcusable. DeCrane Aircraft shareholders 
are being asked to make an irrevocable decision regarding their investment in   
DeCrane Aircraft on the basis of incomplete information and the 14D-9, by       
omitting any financial information concerning the Company, fails to cure this   
omission.                                                                       

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27.      The 14D-1 discloses that DeCrane Aircraft provided defendant DLJ and   
its representatives with financial projections. The 14D- 1, however, merely     
provides a bare-bones summary of these projections. Moreover, this omission is  
not cured by the 14D-9 which contains no information at all regarding the       
Company's projections and prospects, despite the fact that these projections    
were provided to DLJ and its affiliates. This information is vital to the       
ability of DeCrane Aircraft's public shareholders to evaluate the $23 per share 
buyout price properly.                                                          

D.       The Incomplete Description Of the                                      
Banker's Financial Analyses                                   

28.      The fairness opinion recites a litany of various documents relied on by
Warburg in rendering the fairness opinion, including "certain internal financial
information and other data relating to the business and prospects of the        
Company, including financial estimates, that were provided to us by the Company 
and are not publicly available, [and] certain internal financial information and
other data relating to the business, including financial estimates that were    
provided to us by the management of the Company and are not publicly available."
Yet none of this information is provided to shareholders or accounted for in the
fairness opinion.                                                               

29.      Neither the 14D-9 nor the fairness opinion contains a discussion of the
various financial analysis presumably performed by Warburg. The 14D-9 and the   
fairness opinion are silent with respect to what valuation methodologies were   
employed by Warburg in rendering its fairness opinion so that shareholders      
cannot determine whether there was any deviation from standard investment       
banking practices. Accordingly, DeCrane Aircraft shareholders cannot determine  
from these materials what the intrinsic value of the shares is and why the      
proposed acquisition by DLJ is preferable to other alternatives or is fair.     

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The Termination Fee Provisions Are Coercive                                     

30.      In order to assure success for the DLJ acquisition and thereby trigger 
the acceleration of options described below which confers windfall profits on   
certain of the Individual Defendants, the Individual Defendants have agreed to  
termination provisions that would render it prohibitively expensive for anyone  
else to acquire the Company.                                                    

31.      According to the 14D-1, the merger agreement provides that i: DeCrane  
Aircraft terminates the merger agreement, and/or accepts a superior acquisition 
proposal from a third party within one year, then the Company shall pay to DLJ a
termination fee of $6.9 million. The Company must also reimburse DLJ for the    
expenses it incurs, up to $4.25 million. Accordingly, the Company is obligated  
to pay u to $11.15 million in termination fees and expenses, representing       
approximately 6.5% of the total acquisition price, if a superior proposal is    
accepted.                                                                       

32.      As structured, the termination fee provisions, representing 6.5%o f the
acquisition price, impose unreasonably severe financial costs on a competing    
bidder for control of DeCrane Aircraft thus discouraging and penalizing any     
buy-out proposal which would enhance or maximize shareholder value, including   
the competing proposal the Company received since announcing the proposed       
acquisition by DLJ.                                                             

The Individual Defendants Have Substantial Conflicts With The Class 

33.      The merger agreement creates disabling conflicts of interest by        
conferring extraordinary benefits on certain of the Individual Defendants.      
Pursuant to the merger agreement, all stock options, whether or not then vested 
or exercisable, will be cancelled and the holder thereof will be entitled to a  
lump sum cash payment equal to the excess of $23.00 per                         

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share over the exercise price of the option multiplied by the number of shares  
available to be purchased under the options. Accordingly, defendants DeCrane,   
MacDonald, Becker, Rankin and Keller will receive $3,958,967, $1,364,244,       
$1,100,064, $1,101,683 and $989,332, respectively, if the proposed merger is    
completed.                                                                      

34.      The Special Committee was comprised of defendants Bergman, Cascio and  
Quain. Defendants Bergman and Cascio are the nominees of the venture capital    
funds DSV Partners IV ("DSV") and Brantley Venture Partners II, L.P.            
("Brantley"). Defendants Berman and Cascio are also the general partners of     
these venture capital limited partnership interests, which obtained their shares
of DeCrane Aircraft prior to and at prices substantially below the $12 per share
price in the Company's initial public offering in April 1997. Accordingly,      
defendants Bergman and Cascio have substantial conflicts of interest with the   
public shareholders of DeCrane Aircraft. As general partners of DSV and         
Brantley, defendants Bergman and Cascio are obligated to achieve an acceptable  
rate of return for those limited partnerships and to liquidate that investment  
once the rate of return is realized, an objective which can be realized through 
the acquisition by DLJ. The obligations of defendants Bergman and Cascio to DSV 
and Brantley and their investors may conflict with their fiduciary obligations  
as directors of DeCrane Aircraft to enhance and protect the interest of the     
Company's public shareholders.                                                  

Defendants Have Failed To Maximize Shareholder Value                            

35.      By entering into the agreement with DLJ, the DeCrane Aircraft Board has
initiated a process to sell the Company which imposes heightened fiduciary      
responsibilities and requires enhanced scrutiny by the Court. However, the terms
of the proposed transaction were not the result of an auction process or active 
market check; they were arrived at without a full                               

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and thorough investigation by the Individual Defendants; and they are           
intrinsically unfair and inadequate from the standpoint of the DeCrane Aircraft 
shareholders.                                                                   

36.      The Individual Defendants failed to make an informed decision, as no   
market check of the Company's value was obtained. In agreeing to the merger, the
Individual Defendants failed to properly inform themselves of DeCrane Aircraft's
highest transactional value.                                                    

37.      The Individual Defendants have violated the fiduciary duties owed to   
the public shareholders of DeCrane Aircraft. The Individual Defendants'         
agreement to the terms of the transaction, its timing, and the failure to       
auction the Company and invite other bidders, and defendants' failure to provide
a market check demonstrate a clear absence of the exercise of due care and of   
loyalty to DeCrane Aircraft's public shareholders.                              

38.      The Individual Defendants have violated their fiduciary duties to the  
public shareholders of DeCrane Aircraft and agreed to the proposed transaction  
in order to maintain and enhance their own substantial positions and            
perquisites. Indeed, the joint press release announcing the proposed transaction
stated: Thomspon Dean, Managing Partner of DLJ Merchant Banking Partners II,    
said, "We are excited to invest in a company with such rapid growth prospects   
and industry leading products. We look forward to providing management with the 
capital to aggressively grow these businesses through both internal investment  
and acquisitions." (emphasis added).                                            

39.      The proposed bid is a attempt by defendants to benefit themselves from 
the transaction at the expense of DeCrane Aircraft's public stockholders. The   
proposed plan will, for inadequate consideration, deny plaintiff and the other  
members of the class their right to share proportionately in the future success 
of DeCrane Aircraft and its valuable assets, while                              

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permitting DLJ and certain members of the Company's management to reap huge     
benefits from the transaction.                                                  

40.      The Individual Defendants' fiduciary obligations under these           
circumstances require them to:                                                  

(a)      Undertake an appropriate evaluation of DeCrane Aircraft's net worth as 
merger/acquisition candidate; and                                               

(b)      Engage in a meaningful auction with third parties in an attempt to     
obtain the best value for DeCrane Aircraft's public shareholders.               

41.      The Individual Defendants have breached their fiduciary duties by      
reason of the acts and transactions complained of herein, including their       
decision to be acquired by DLJ without making the requisite effort to obtain the
best offer possible.                                                            

42.      Plaintiff and other members of the Class have been and will be damaged 
in that they have not and will not receive their fair proportion of the value of
DeCrane Aircraft's assets and business, and will be prevented from obtaining    
fair and adequate consideration for their shares of DeCrane Aircraft common     
stock.                                                                          

43.      The consideration to be paid to class members in the proposed merger is
unfair and inadequate because, among other things:                              

(a)      The intrinsic value of DeCrane Aircraft's common stock is materially in
excess of the amount offered for those securities in the merger giving due      
consideration to the anticipated operating results, net asset value, cash flow, 
and profitability of the Company;                                               

(b)      The merger price is not the result of an appropriate consideration of  
the value of DeCrane Aircraft because the DeCrane Aircraft Board approved the   
proposed                                                                        

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merger without undertaking steps to accurately ascertain DeCrane Aircraft's     
value through open bidding or at least a "market check mechanism;" and          

(c)      By entering into the agreement with DLJ, the Individual Defendants have
allowed the price of DeCrane Aircraft stock to be capped, thereby depriving     
plaintiff and the Class of the opportunity to realize any increase in the value 
of DeCrane Aircraft stock.                                                      

44.      By reason of the foregoing, each member of the Class will suffer       
irreparable injury and damages absent injunctive relief by this Court.          

  DLJ I An Aider And Abettor

45.      Defendant DLJ has knowingly aided and abetted the breaches of fiduciary
duty committed by the other defendants to the detriment of DeCrane Aircraft's   
public shareholders. Indeed, the proposed merger could not take place without   
the active participation of DLJ. DLJ has agreed to the structure of the         
transaction and to maintain and enhance the positions and compensation of the   
Individual Defendants in the successor company to assure their agreement and    
cooperation in and to a transaction which will not maximize value for the       
Company's public shareholders. DLJ has so agreed to enable it and its affiliates
to acquire the Company at the lowest possible price. Furthermore, DLJ and its   
affiliates are the intended beneficiaries of the wrongs complained of and would 
be unjustly enriched absent relief in this action.;                             

46.     Plaintiff and other members of the Class have no adequate remedy at law.

WHEREFORE, plaintiff and members of the Class demand judgment against defendants
as follows:                                                                     

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A.       Declaring that this action is properly maintainable as a class action  
and certifying plaintiff as the representative of the Class;                    

B.       Preliminarily and permanently enjoining defendants and their counsel,  
agents, emp0loyees and all persons acting under, in concert with, or for them,  
from proceeding with, consummating, or closing the proposed transaction;        

C.       In the event that the proposed transaction is consummated, rescinding  
it and setting it aside, or awarding rescissory damages to the Class;           

D.       Awarding compensatory damages against defendants, individually and     
severally, in an amount to be determined at trial, together with pre-judgment   
and post-judgment interest at the maximum rate allowable by law, arising from   
the proposed transaction;                                                       

E.       Awarding plaintiff its costs and disbursements and reasonable          
allowances for fees of plaintiff's counsel and experts and reimbursement of     
expenses; and                                                                   

F.       Granting plaintiff and the Class such other and further relief as the  
Court may deem just and proper.                                                 

                                            ROSENTHAL, MONHAIT, GROSS & GODDESS,
            P.A.

          By:    /s/
                                           -------------------------------------
                                      Suite 1401, Mellon Bank Center
                     P.O. Box 1070
                                        Wilmington, Delaware  19899-1070
                      (302) 656-4433
                               Attorneys for Plaintiff

OF COUNSEL:                                                                     

BERNSTEIN LIEBHARD & LIFSHITZ                                                   
274 Madison Avenue                                                              
New York NY  1016                                                               
(212) 779-1414                                                                  
July 24, 1998                                                                   

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 14D9/A’ Filing	Date	First	Last	Other Filings

Filed on:	8/20/98			SC 14D1/A
	7/24/98	15
	7/22/98	5		SC 14D1, SC 14D9
	7/21/98	8		8-K
	7/17/98	5
	7/15/98	7
	5/11/98	3
	3/31/98	4		10-K, 10-Q
	12/31/97	4		10-K
	3/31/97	8		10-Q
				List all Filings

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Filing Submission 0001047469-98-032236 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Decrane Aircraft Holdings Inc – ‘SC 14D9/A’ on 8/20/98 re: Decrane Aircraft Holdings Inc – EX-9

As of: Thursday, 8/20/98 · Accession #: 1047469-98-32236 · File #: 5-52423

Previous ‘SC 14D9’: ‘SC 14D9’ on 7/22/98 · Latest ‘SC 14D9’: This Filing

Amendment to Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9Filing Table of Contents

EX-9 — Voting Trust Agreement

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents