SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 1995
GROW GROUP, INC.
(Exact name of registrant as specified in charter)
New York
(State or other jurisdiction of incorporation)
1-4596 11-1665588
(Commission File Number) (IRS Employer Identification No.)
200 Park Avenue, New York, New York 10166
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 599-4400
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On April 28, 1995, Grow Group, Inc., a New York corporation
(the "Company"), issued a press release announcing that it had entered
into negotiations with a third party concerning an acquisition of the
Company. The Company stated in the press release that the third party
had substantially completed its due diligence review, proposed
acquiring 100% of the outstanding shares of Common Stock, par value
$.10 per share, of the Company (the "Shares" or the "Company Common
Stock"), and indicated a willingness to pay the Company's public
shareholders $18.10 per Share in cash. In addition, the press release
stated that any such transaction would be subject to negotiation and
execution of a definitive agreement and approval by the Company's
Board of Directors. The Company also stated in the press release that
it could give no assurance that any such agreement would be reached or
if an agreement was reached, that any transaction would be
consummated. A copy of the April 28, 1995 press release is filed as
an exhibit to this report and is incorporated herein by reference.
On April 30, 1995, the Company, Imperial Chemical Industries
PLC, a corporation organized under the laws of England ("ICI"), and
GDEN Corporation, a New York corporation and an indirect wholly owned
subsidiary of ICI ("GDEN"), entered into an Agreement and Plan of
Merger, dated as of April 30, 1995 (the "Merger Agreement").
The Merger Agreement, the press release issued in connection
therewith and the related Corimon Option Agreement (as defined below)
are filed as exhibits to this report and are incorporated herein by
reference. The descriptions of the Merger Agreement and Corimon
Option Agreement set forth herein do not purport to be complete and
are qualified in their entirety by the provisions of the Merger
Agreement and Corimon Option Agreement, as the case may be.
The Merger Agreement provides, among other things, for the
acquisition by ICI of all the outstanding Shares through (a) a tender
offer (the "Offer") for all Shares for $18.10 per Share, net to the
sellers thereof in cash (the "Per Share Amount"), subject to any
amounts required to be withheld under applicable federal, state, local
or foreign income tax regulations and (b) a second-step merger
pursuant to which GDEN will merge with and into the Company (the
"Merger") and all outstanding Shares (other than Shares held by the
Company as treasury stock or owned by ICI, GDEN or any other
subsidiary of ICI and other than dissenting shares) will be converted
into the right to receive the Per Share Amount in cash, subject to any
amounts required to be withheld under applicable federal, state, local
or foreign income tax regulations.
The Merger is subject to customary closing conditions,
including, without limitation, the receipt of shareholder approval by
the Company's shareholders if required by the Business Corporation Law
of the State of New York. In addition, the Merger is subject to ICI
purchasing Shares pursuant to the Offer. The Offer is conditioned
upon, among other things, that there be validly tendered prior to the
expiration date of the Offer and not withdrawn a number of Shares,
which, together with the Corimon Shares (as defined below) and any
other Shares then owned by ICI, represents at least two-thirds of the
Shares outstanding on a fully diluted basis and expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. The conditions to the Offer are
set forth in Annex I to the Merger Agreement.
The Merger Agreement contains certain representations and
covenants of the Company pending the consummation of the Merger.
Generally, the Company must carry on its business in the ordinary
course consistent with past practice, may not increase dividends on
the Company Common Stock, amend its certificate of incorporation or
bylaws, incur certain indebtedness, or implement certain increases in
employee compensation and benefits (other than as contemplated by the
Merger Agreement). In addition, the Company has agreed in the Merger
Agreement that it will not take any action to solicit a third-party
acquisition proposal or, subject to the Company's Board of Directors'
fiduciary duties as advised by counsel, engage in negotiations with,
or disclose any nonpublic information relating to the Company to or
afford access to the properties or records of the Company to, any
third party that may be considering making, or has made, an
acquisition proposal. (See Articles IV and VI of the Merger
Agreement.)
Corimon Corporation, a Delaware corporation ("Corimon
Corp.") and Corimon, S.A.C.A., a corporation organized under the laws
of Venezuela ("Corimon"), have entered into an Option Agreement, dated
as of April 30, 1995, with ICI and GDEN (the "Corimon Option
Agreement"), pursuant to which Corimon Corp. has granted to ICI an
option (the "Option") to purchase 4,025,841 Shares (the "Corimon
Shares") at a purchase price of $17.50 per Share, upon the terms and
subject to the conditions set forth in the Corimon Option Agreement.
The Corimon Option Agreement provides that, subject to certain
conditions, the Option may be exercised by ICI in whole but not in
part at any time prior to the earlier of (i) November 5, 1995 and (ii)
five business days after the Outside Termination Date (as defined in
the Merger Agreement) of the Merger Agreement, but only if (i) ICI has
paid for or accepted for payment all Shares properly tendered and not
withdrawn pursuant to the Offer (the "Tendered Shares") and (ii) the
Tendered Shares plus the Corimon Shares constitute not less than a
majority of the outstanding Shares on a fully diluted basis. The
Corimon Option Agreement will terminate in event of termination of the
Merger Agreement.
The Merger Agreement may be terminated under certain
circumstances, including, among others, (1) by mutual consent of the
Company and ICI; (2) by either the Company or ICI if the Offer has not
been consummated by August 31, 1995 (provided, however, that such
termination date may be extended by ICI to a date not later than
October 31, 1995 if an HSR Authority (as defined in the Merger
Agreement) has requested certain additional information from any of
the parties to the Merger Agreement on or prior to August 31, 1995);
(3) by either the Company or ICI if there exists any law or regulation
or nonappealable injunction that makes consummation of the Merger
illegal; (4) by ICI if there has occurred the institution of
litigation by any HSR Authority challenging the Offer and/or Merger
under the U.S. antitrust laws; (5) by ICI if (i) the Board of
Directors of the Company shall have withdrawn or materially modified
its approval or recommendation of the Offer or the Merger Agreement,
other than as a result of ICI's breach of the Merger Agreement, (ii)
the Company has entered into, or publicly announced its intent to
enter into, an agreement with respect to an acquisition proposal by a
third party, or (iii) any person (other than ICI or Corimon, or their
respective affiliates) has become the beneficial owner of at least 25%
of any class of capital stock of the Company, or Corimon and its
affiliates own more than 28% of the Shares; or (6) by the Company upon
the occurrence of either event described in clause (i) or (ii) of the
preceding clause (5).
Each party to the Merger Agreement is required to pay its
own expenses; provided, that if the Merger Agreement is terminated as
a result of the occurrence of any of the events described in clause
(5) of the preceding sentence, the Company will be required to
promptly pay ICI in respect of its expenses an amount equal to $8
million.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(C) EXHIBITS.
99.1 Press Release dated April 28, 1995.
99.2 Press Release dated May 1, 1995.
99.3 Agreement and Plan of Merger, dated as of
April 30, 1995, among the Company, ICI and
GDEN.
99.4 Option Agreement, dated as of April 30, 1995,
among ICI, GDEN, Corimon Corp. and Corimon.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
GROW GROUP, INC.
Date: May 1, 1995
By: /s/ Lloyd Frank
Lloyd Frank
Secretary
Exhibit Index
Exhibit
99.1 Press Release dated April 28, 1995.
99.2 Press Release dated May 1, 1995.
99.3 Agreement and Plan of Merger, dated as of April 30,
1995, among the Company, ICI and GDEN.
99.4 Option Agreement, dated as of April 30, 1995, among
ICI, GDEN, Corimon Corp. and Corimon.
EXHIBIT 99.1
GROW GROUP MAKES ANNOUNCEMENT
NEW YORK, NEW YORK, April 28, 1995--Grow Group, Inc.
(NYSE:GRO), which previously announced that it had authorized Wertheim
Schroder & Co. Incorporated to assist the Company in considering and
reviewing alternatives to enhance shareholder value, said today that
it has entered into negotiations with a third party concerning an
acquisition of Grow. The third party, which has substantially
completed its due diligence review, has proposed to acquire 100% of
Grow's common stock and has indicated a willingness to pay Grow's
public stockholders $18.10 per share in cash. Any such transaction
would be subject to negotiation and execution of a definitive
agreement and approval of Grow's Board of Directors. There can be no
assurance that any such agreement will be reached, or if an agreement
is reach[ed] that any transaction will be consummated.
Grow Group is a leading producer of specialty chemical
coatings and paints and household products. Grow operations include
manufacturing facilities, sales offices and licensees throughout the
world.
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EXHIBIT 99.2
GROW GROUP IN MERGER AGREEMENT WITH ICI
NEW YORK, NEW YORK, MAY 1, 1995... Grow Group, Inc. ("Grow")
(NYSE:GRO) announced today that it has entered into a definitive
merger agreement pursuant to which Imperial Chemical Industries, PLC,
an English company ("ICI"), would offer to purchase all the
outstanding shares of Grow for $18.10 per share. Grow had announced on
April 28, 1995, that it was in negotiations with a third party
concerning the acquisition of Grow at such price. Gros has
approximately 16.1 million shares outstanding.
The merger agreement provides for a subsidiary of ICI to
make a cash tender offer promptly for all outstanding shares of common
stock of Grow at a price of $18.10 per share. The tender offer will
be followed as soon as possible by a second-step cash merger in which
each share of Grow not acquired in the tender offer or otherwise, will
be converted into the right to receive $18.10 in cash.
Grow also stated that Corimon, a Venezuelan corporation
which owns approximately 25% of Grow's shares, had entered into a
separate Option Agreement with ICI in which Corimon agreed to sell its
Grow shares to ICI at a price of $17.50 per share. ICI's purchase of
the shares owned by Corimon is conditioned upon ICI's prior
consummation of the tender offer.
The Board of Directors of Grow unanimously approved the
transaction based upon, among other things, an opinion as to the
fairness of the offer and the merger from Wertheim Schroder & Co.
Incorporated.
The tender offer is conditioned on, among other things, the
valid tender of a number of shares which, when added to the shares
owned by Corimon, would represent two-thirds of the outstanding shares
on a fully diluted basis and the expiration or termination of any
applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. The tender offer is scheduled to commence
later this week. The merger is expected to be completed as promptly
as practicable following completion of the tender offer.
In announcing the execution of the Merger Agreement, Russell
Banks, President and Chief Executive Officer of Grow, said "We are
extremely pleased to be able to propose to shareholders what we
believe represents an attractive opportunity. At the same time, we
are confident that our employees and customers will be well served by
an association with an organization of the reputation and quality of
ICI."
Grow Group is a leading producer of specialty chemical
coatings and paints and household products. Grow operations include
manufacturing facilities, sales offices and licensees throughout the
world.
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