SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
NCH CORPORATION
(NAME OF SUBJECT COMPANY)
NCH CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $1.00
(TITLE OF CLASS OF SECURITIES)
628850 10 9
(CUSIP NUMBER OF CLASS OF SECURITIES)
JOE CLEVELAND
VICE PRESIDENT & SECRETARY
NCH CORPORATION
2727 CHEMSEARCH BOULEVARD
IRVING, TEXAS 75062
(972) 438-0211
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING
STATEMENT)
COPY TO:
JAMES C. MORPHY, ESQ.
KEITH A. PAGNANI, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
/ / Check the box if the filing relates solely to preliminary
communications made before the commencement of the tender offer.
This Amendment No. 4 amends and supplements the Schedule 14D-9 filed
by NCH Corporation ("NCH"), a Delaware corporation, with the Securities and
Exchange Commission (the "SEC") on January 7, 2002, as amended and supplemented
by Amendment No. 1 thereto filed by NCH with the SEC on January 18, 2002,
Amendment No. 2 thereto filed by NCH with the SEC on January 22, 2002 and
Amendment No. 3 thereto filed by NCH with the SEC on January 25, 2002.
Capitalized terms used but not defined herein have the meanings given to them in
such January 7, 2002 filing.
ITEMS 6 AND 8.
The information set forth in Amendment No. 5 to the Schedule
TO/13E-3 filed by Purchaser, Holding and their affiliates on February 14, 2002
is expressly incorporated herein by reference in response to Items 6 and 8 of
the Schedule 14D-9.
ITEM 9. EXHIBITS.
EXHIBIT
NO. DESCRIPTION
--- -----------
1. Offer to Purchase, dated January 7, 2002.
2. Letter of Transmittal.
3. Letter to Stockholders of NCH from Joe Cleveland, dated
January 7, 2002.
4. Letter from the Dealer Manager to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, dated January 7,
2002.
5. Letter to Clients for Use By Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, dated January 7,
2002.
6. Text of Press Release issued by NCH on December 24, 2001.
7. Opinion of DrKW, dated December 24, 2001.
8. Agreement and Plan of Merger, dated December 24, 2001, among
Holding, Purchaser and NCH.
9. Excerpts from Proxy Statement for 2001 Annual Meeting of
Stockholders of NCH, dated June 27, 2001.
10. Amendment No. 1 to the Schedule TO filed by the Levy Group on
January 22, 2002.
11. Letter of Transmittal, dated February 14, 2002.*
12. Notice of Merger and Appraisal Rights, dated February 14,
2002.*
13. Letter to Stockholders of NCH from Irvin L. Levy, Chairman of
the Board of Directors of NCH, dated February 14, 2002.*
14. Text of Press Release issued by NCH on January 7, 2002.**
15. Text of Press Release issued by NCH on February 5, 2002.***
16. Text of Press Release issued by NCH on February 5, 2002.***
17. Text of Press Release issued by NCH on February 13, 2002.****
18. Text of Press Release issued by NCH on February 13, 2002.*
- ------------------------
Unless otherwise indicated, each exhibit has been previously filed.
* Incorporated by reference from Amendment No. 5 to the Schedule TO/13E-3
filed by Purchaser, Holding and their affiliates on February 14, 2002 (SEC
File No. 5-10518).
** Incorporated by reference from the Schedule TO/13E-3 filed by Purchaser,
Holding and their affiliates on January 7, 2002 (SEC File No. 5-10518).
*** Incorporated by reference from Amendment No. 3 to the Schedule TO/13E-3
filed by Purchaser, Holding and their affiliates on February 5, 2002 (SEC
File No. 5-10518).
**** Incorporated by reference from Amendment No. 4 to the Schedule TO/13E-3
filed by Purchaser, Holding and their affiliates on February 13, 2002 (SEC
File No. 5-10518).
SIGNATURE
After due 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: February 14, 2002
NCH CORPORATION
By: /s/ Joe Cleveland
_____________________________
Name: Joe Cleveland
Title: Vice President and Secretary
EXHIBIT INDEX
1. Offer to Purchase, dated January 7, 2002.
2. Letter of Transmittal.
3. Letter to Stockholders of NCH from Joe Cleveland, dated January 7,
2002.
4. Letter from the Dealer Manager to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, dated January 7, 2002.
5. Letter to Clients for Use By Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees, dated January 7, 2002.
6. Text of Press Release issued by NCH on December 24, 2001.
7. Opinion of DrKW, dated December 24, 2001.
8. Agreement and Plan of Merger, dated December 24, 2001, among
Holding, Purchaser and NCH.
9. Excerpts from Proxy Statement for 2001 Annual Meeting of
Stockholders of NCH, dated June 27, 2001.
10. Amendment No. 1 to the Schedule TO filed by the Levy Group on
January 22, 2002.
11. Letter of Transmittal, dated February 14, 2002.*
12. Notice of Merger and Appraisal Rights, dated February 14, 2002.*
13. Letter to Stockholders of NCH from Irvin L. Levy, Chairman of the
Board of Directors of NCH, dated February 14, 2002.*
14. Text of Press Release issued by NCH on January 7, 2002.**
15. Text of Press Release issued by NCH on February 5, 2002.***
16. Text of Press Release issued by NCH on February 5, 2002.***
17. Text of Press Release issued by NCH on February 13, 2002.****
18. Text of Press Release issued by NCH on February 13, 2002.*
- ------------------------
Unless otherwise indicated, each exhibit has been previously filed.
* Incorporated by reference from Amendment No. 5 to the Schedule TO/13E-3
filed by Purchaser, Holding and their affiliates on February 14, 2002 (SEC
File No. 5-10518).
** Incorporated by reference from the Schedule TO/13E-3 filed by Purchaser,
Holding and their affiliates on January 7, 2002 (SEC File No. 5-10518).
*** Incorporated by reference from Amendment No. 3 to the Schedule TO/13E-3
filed by Purchaser, Holding and their affiliates on February 5, 2002 (SEC
File No. 5-10518).
**** Incorporated by reference from Amendment No. 4 to the Schedule TO/13E-3
filed by Purchaser, Holding and their affiliates on February 13, 2002 (SEC
File No. 5-10518).