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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT
NO. 1 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
DUTY FREE INTERNATIONAL, INC.
(Name of Subject Company)
DUTY FREE INTERNATIONAL, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title and Class of Securities)
267 08410
(CUSIP Number of Class of Securities)
LAWRENCE CAPUTO, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
DUTY FREE INTERNATIONAL, INC.
63 COPPS HILL ROAD
RIDGEFIELD, CONNECTICUT 06877
(203) 431-6057
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement)
WITH A COPY TO:
STEPHEN P. FARRELL, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
101 PARK AVENUE
NEW YORK, NEW YORK 10178
(212) 309-6050
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 originally filed with the Securities and Exchange
Commission (the "Commission") on July 9, 1997 (the "Schedule 14D-9") by Duty
Free International, Inc., a Maryland corporation, relating to the offer
disclosed in the Tender Offer Statement on Schedule 14D-1/Schedule 13D
originally filed with the Commission on July 9, 1997, as amended July 25, 1997,
by BAA plc, a corporation organized under the laws of the United Kingdom, and
W&G Acquisition Corporation, a Maryland corporation. Capitalized terms used
herein without definition shall have the meanings set forth in the Schedule
14D-9.
ITEM 3. IDENTITY AND BACKGROUND
The paragraph captioned "Conditions to the Merger" set forth under Item 3 is
amended to add as the last sentence thereto the following:
"The Company has been advised that early termination has been granted by the
Federal Trade Commission with respect to the HSR filing."
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Paragraphs (iii) and (viii) of Item 4(b)(2) are hereby amended to read in
their entirety as follows:
"(iii) the Board's determination, based in part on presentations by the
Company's management and Compass, that the alternative transaction proposed by
the other retailer on June 3 was, on balance, less favorable to the Company and
its stockholders because the alternative transaction did not constitute an offer
to acquire all of the equity of the Company for cash but rather involved the
contribution to the Company of certain operations of the other retailer which,
when combined with the Company's operations, were expected to generate limited
synergies and, therefore, were not expected to alleviate the intensified
competition faced by the Company on a stand-alone basis, and that the terms of
the Merger Agreement, including the termination fee and expense reimbursement
provisions, should not preclude third parties from making bona fide acquisition
proposals subsequent to signing the Merger Agreement;"
"(viii) the enhanced competition the Company had encountered in seeking to
retain existing, or to acquire new, duty free and other retail concessions at
airports; the prospect of the significant reduction of duty free markets in the
European Economic Community commencing in 1999 and the increased competition the
Company could thereafter experience from duty free operators with greater access
to capital resources than the Company and projections prepared by management of
the Company taking into consideration such factors which indicated a per share
value range for the Company, on a stand-alone basis, below $24 per share."
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented by adding thereto the following:
Exhibit 19. Amended Solicitation/Recommendation Statement, dated July 30,
1997.
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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.
Dated: July 30, 1997
DUTY FREE INTERNATIONAL, INC.
BY: /S/ ALFRED CARFORA
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Name: Alfred Carfora
Title: President and Chief Executive
Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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99.19 Amended Solicitation/Recommendation Statement
dated July 30, 1997