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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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SPECTRAN CORPORATION
(NAME OF SUBJECT COMPANY)
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SPECTRAN CORPORATION
(NAME OF PERSON FILING STATEMENT)
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COMMON STOCK, $.10 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
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847598109
(CUSIP NUMBER OF CLASS OF SECURITIES)
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CHARLES B. HARRISON
CHIEF EXECUTIVE OFFICER
SPECTRAN CORPORATION
50 HALL ROAD
STURBRIDGE, MASSACHUSETTS 01566
(508) 347-2261
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
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Copies to:
IRA S. NORDLICHT, ESQ.
NORDLICHT & HAND
645 FIFTH AVENUE
NEW YORK, NEW YORK 10022
(212) 421-6500
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This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated July 21, 1999
(the "Schedule 14D-9") with respect to the tender offer by Lucent Technologies
Inc., a Delaware corporation ("Lucent"), and Seattle Acquisition Inc., a
Delaware corporation and wholly owned subsidiary of Lucent (the "Purchaser"), to
acquire all of the outstanding common stock, $.10 par value per share (the
"Shares"), of SpecTran Corporation (the "Company") at a price of $9.00 per
Share, upon the terms and conditions set forth in the Offer to Purchase, dated
July 21, 1999, and the related letter of transmittal. Capitalized terms used
herein and not defined shall have the meanings ascribed to them in the Schedule
14D-9.
ITEM 4. The Solicitation or Recommendation.
The response to Item 4(b), subtitled Background of the Offer; Reasons
for the Recommendation, is hereby supplemented, by amending and restating
paragraph (vii) under "Reasons for the Recommendation" as follows:
(vii) current financial market conditions, volatility and trading information
with respect to the Shares of the Company and the historical prices for the
Shares, including the fact that, although the proposed purchase price of $9 per
Share is less than recent NASDAQ National Market Closing prices for the Shares,
representing a discount of approximately 21.7% over the July 14, 1999 market
price of $11.50 per Share and discounts of approximately 14.0% and 4.0% over the
one and two months average closing prices of $10.46 and $9.37 per Share,
respectively, the $9 per Share purchase price represents: a premium of
approximately 10.2% over the three month average closing price of $8.17 per
Share; a premium of approximately 38.2% over the six month average closing price
of $6.51 per Share; a premium of approximately 40.2% over the average closing
price since January 1, 1999; and a premium of approximately 56.6% over the one
year average closing price of $5.75; and a determination that the proposed
purchase price is fair even though it does not include a premium over the
closing price of Shares on the Nasdaq National Market on July 14, 1999 due to
the following factors: (i) that the Company and its financial advisors solicited
expressions of interest in a variety of transactions from 34 companies over more
than six months and that such solicitation did not produce any offers that were
superior to the Offer; (ii) that the Company's public announcement that it was
exploring various financial alternatives including entering into strategic
alliances did not produce any offers that were superior to the Offer; (iii)
Lazard's opinion that the $9 in cash per Share to be paid to the stockholders of
the Company pursuant to the Offer and the Merger was fair to such stockholders
from a financial point of view; and (iv) that the $11.50 closing price for the
Shares on July 14, 1999 might not accurately reflect the value of the Company
based upon the fact that the Shares had a relatively low average daily trading
volume and were historically volatile, coupled with the likelihood that the July
14, 1999 closing price reflected, in part, market speculation regarding a
possible takeover of the Company and would not be sustained if a transaction did
not go forward.
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ITEM 9. Materials to be Filed as Exhibits
(a)(6) Letter of Lazard Freres & Co. LLC dated August 12, 1999.
(a)(7) Press Release issued by the Company on August 17, 1999.
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
accurate.
SPECTRAN CORPORATION
By: /s/ CHARLES B. HARRISON
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Charles B. Harrison
President, Chief Executive
Officer and Chairman of the Board
Dated: August 17, 1999
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EXHIBIT INDEX
Exhibit Description
No.
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(a)(6) Letter of Lazard Freres & Co. LLC dated August 12, 1999.
(a)(7) Press Release issued by the Company on August 17, 1999.