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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
CIMCO, INC.
(Name of Subject Company)
CIMCO, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
171842107
(CUSIP NUMBER OF CLASS OF SECURITIES)
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RUSSELL T. GILBERT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
265 BRIGGS AVENUE
COSTA MESA, CALIFORNIA 92626
(714) 546-4460
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
On Behalf of the Person(s) Filing Statement)
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Copies To:
NICK E. YOCCA, ESQ. JAMES W. HAMILTON, ESQ. LYLE G. GANSKE, ESQ.
BEN A. FRYDMAN, ESQ. PAUL, HASTINGS, JANOFSKY & WALKER BENJAMIN G. LOMBARD, ESQ.
NICHOLAS J. YOCCA, ESQ. 695 TOWN CENTER DRIVE PATRICK J. LEDDY, ESQ.
STRADLING, YOCCA, CARLSON & RAUTH COSTA MESA, CALIFORNIA 92626 JONES, DAY, REAVIS & POGUE
660 NEWPORT CENTER DRIVE, SUITE 1600 (714) 668-6230 901 LAKESIDE AVENUE
NEWPORT BEACH, CALIFORNIA 92660 CLEVELAND, OHIO 44114
(714) 725-4000 (216) 586-3939
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This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended by
Amendment No. 1 filed January 5, 1996, the "Schedule 14D-9") filed with the
Securities and Exchange Commission on December 27, 1995, by CIMCO, Inc., a
Delaware corporation (the "Company"). The Schedule 14D-9 relates to a tender
offer (the "Offer") by Hanwest, Inc., a Delaware corporation (the "Purchaser"),
which is a wholly-owned subsidiary of M.A. Hanna Company, a Delaware
corporation (the "Parent"), for all of the outstanding shares of Common Stock,
par value $.01 per share (including the associated Rights to purchase Series A
Participating Preferred Stock under the Company's Rights Agreement dated
December 5, 1992, as amended) for $10.50 per share in cash. The purpose of this
Amendment No. 2 is to amend and supplement Items 8 and 9 of the Schedule 14D-9,
as set forth below. All capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On January 17, 1996, a certain form concerning notice of the Merger and
its effects has first been sent, given or published to persons who are
holders of options to purchase the Company's Common Stock.
Such form is included as an Exhibit hereto and incorporated herein by
reference.
The waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act") applicable to the consummation of the
Offer and the Merger expired on January 17, 1995.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(4) Form of Letter to Holders of Options to Purchase Shares of the
Company's Common Stock.*
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* Included in copies mailed to holders of options to purchase shares of
the Company's Common Stock.
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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.
CIMCO, INC.
RUSSELL T. GILBERT
Date: January 19, 1996 Name: Russell T. Gilbert
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.(a)(4) Form of Letter to Holders of Options to Purchase the Company's
Common Stock.
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