-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wxjp4XnKoXZduOVYBYqPMSQyc/foPAGlyScgFc2+nQqb87Z8xeDV54qLoCIBdTzE TDY4XVGGkiQwdKM5nJ8aVg== 0000950124-96-001514.txt : 19960405 0000950124-96-001514.hdr.sgml : 19960405 ACCESSION NUMBER: 0000950124-96-001514 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960404 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VARITRONIC SYSTEMS INC CENTRAL INDEX KEY: 0000738633 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 411442400 STATE OF INCORPORATION: MN FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40040 FILM NUMBER: 96544456 BUSINESS ADDRESS: STREET 1: 300 INTERCHANGE T0WER STREET 2: 300 HIGHWAY 169 S CITY: MINNEAPOLIS STATE: MN ZIP: 55426 BUSINESS PHONE: 6125421500 MAIL ADDRESS: STREET 1: 300 HIGHWAY 169 SOUTH STREET 2: 300 INTERCHANGE NORTH CITY: MINNEAPOLIS STATE: MN ZIP: 55426 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRADY W H CO CENTRAL INDEX KEY: 0000746598 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 390178960 STATE OF INCORPORATION: WI FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 6555 W GOOD HOPE RD STREET 2: P O BOX 571 CITY: MILWAUKEE STATE: WI ZIP: 53201-0571 BUSINESS PHONE: 4143586600 SC 14D1/A 1 SC 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- AMENDMENT NO. 2 TO SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 -------------------------------- VARITRONIC SYSTEMS, INC. (Name of Subject Company) ------------------------- VSI ACQUISITION CO. BRADY USA, INC. W. H. BRADY CO. (Bidders) --------------- Common Stock par value $.01 per share (Titles of Class of Securities) 92247-10-1 (CUSIP Number of Class of Securities) ------------------------------------ Donald P. DeLuca W. H. Brady Co. 6555 West Good Hope Road Milwaukee, Wisconsin 53223 (414) 358-6600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) ---------------- Copy to: Conrad G. Goodkind, Esq. Quarles & Brady 411 East Wisconsin Avenue Milwaukee, Wisconsin 53202 (414) 277-5000 -------------------- 2 This Amendment No. 2 to Schedule 14D-1 relates to a tender offer by VSI Acquisition Co., a Minnesota corporation and a wholly-owned subsidiary of Brady USA, Inc., a Wisconsin corporation, which is a wholly-owned subsidiary of W. H. Brady Co., a Wisconsin corporation, for all outstanding shares of Common Stock, par value $.01 per share of Varitronic Systems, Inc., a Minnesota corporation, at a purchase price of $17.50 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the offer to purchase and in the related letter of transmittal. By this Amendment, VSI Acquisition Co., an indirect wholly-owned subsidiary of W. H. Brady Co., reports that by April 3, 1996 it has purchased 2,297,532 shares of Varitronic Systems, Inc. pursuant to the tender offer. -2- 3 CUSIP No. 104674-10-6 SCHEDULE 14D-1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1 VSI ACQUISITION CO. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) /x/ (b) / / SEC USE ONLY 3 SOURCES OF FUNDS* 4 WC (FROM PARENT) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) 5 / / CITIZENSHIP OR PLACE OF ORGANIZATION 6 MINNESOTA AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7 2,297,532 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* 8 / / PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9 99% TYPE OF REPORTING PERSON* 10 CO * SEE INSTRUCTIONS BEFORE FILLING OUT! -3- 4 CUSIP No. 104674-10-6 SCHEDULE 14D-1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1 BRADY USA, INC. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) /x/ (b) / / SEC USE ONLY 3 SOURCES OF FUNDS* 4 WC (FROM PARENT) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) 5 / / CITIZENSHIP OR PLACE OF ORGANIZATION 6 WISCONSIN AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7 -0- (EXCLUSIVE OF THE SHARES OWNED BY VSI ACQUISITION CO., A WHOLLY-OWNED SUBSIDIARY AND THE OPTION HELD BY W. H. BRADY CO.) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* 8 / / PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9 0% TYPE OF REPORTING PERSON* 10 CO * SEE INSTRUCTIONS BEFORE FILLING OUT! -4- 5 CUSIP No. 104674-10-6 SCHEDULE 14D-1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1 W. H. BRADY CO. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) /x/ (b) / / SEC USE ONLY 3 SOURCES OF FUNDS* 4 WC CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) 5 / / CITIZENSHIP OR PLACE OF ORGANIZATION 6 WISCONSIN AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7 -0- (EXCLUSIVE OF THE OPTION DESCRIBED IN THE OFFER TO PURCHASE AND THE SHARES OWNED BY VSI ACQUISITION CO., AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF W. H. BRADY CO.) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* 8 / / PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9 0% TYPE OF REPORTING PERSON* 10 CO * SEE INSTRUCTIONS BEFORE FILLING OUT! -5- 6 ITEM 1. SECURITY AND SUBJECT COMPANY (a) The name of the subject company is Varitronic Systems, Inc., a Minnesota corporation (the "Company"). The address of the principal executive offices of the Company is set forth in Section 8 ("Certain Information Concerning the Company") of the Offer to Purchase, dated February 29, 1996 (the "Offer to Purchase"), a copy of which is filed as Exhibit (a)(1) hereto and is incorporated by reference. (b) This Statement relates to a tender offer by VSI Acquisition Co., a Minnesota corporation (the "Offeror") and a wholly-owned subsidiary of Brady USA, Inc., a Wisconsin corporation ("BUSA") which is a wholly-owned subsidiary of W. H. Brady Co., a Wisconsin corporation ("Brady"), to purchase all outstanding shares of common stock, par value $.01 per share (the "Shares"), of the Company, at a purchase price of $17.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, a copy of which is filed as Exhibit (a)(2) hereto and is incorporated herein by reference. The Offer to Purchase and Letter of Transmittal together constitute the "Offer." The information set forth in the Introduction of the Offer to Purchase is incorporated herein by reference. (c) The information set forth in Section 6 ("Price Range of Shares; Dividends") of the Offer to Purchase is incorporated herein by reference. ITEM 2. IDENTITY AND BACKGROUND (a)-(f) The information set forth in the Introduction and Section 9 ("Certain Information Concerning the Parent, BUSA and the Offerer") of the Offer to Purchase is incorporated herein by reference. During the past five years, neither the Offeror, BUSA, Brady, nor any of the persons enumerated in General Instructions to Schedule 14D-1 has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining further violation of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. (g) The information set forth in Schedule I of the Offer to Purchase is incorporated herein by reference. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY (a)-(b) The information set forth in the Introduction, Section 9 ("Certain Information Concerning the Parent, BUSA and the Offeror"), Section 11 ("Background of the Offer") and Section 12 ("Purpose of the Office and Merger; Plans for the Company") of the Offer to Purchase is incorporated herein by reference. -6- 7 ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION (a)-(c) The information set forth in the Introduction and Section 19 ("Source and Amount of Funds") of the Offer to Purchase is incorporated herein by reference. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER (a)-(e) The information set forth in the Introduction and Section 12 ("Purpose of the Offer and Merger; Plans for the Company") of the Offer to Purchase is incorporated herein by reference. (f)-(g) The information set forth in Section 7 ("Effect of the Offer on Market for Shares, Nasdaq Listing and Registration Under the Exchange Act") of the Offer to Purchase is incorporated herein by reference. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY (a)-(b) The information contained in Items 7 and 9 of the cover pages hereto is incorporated herein by reference. The information set forth in the Introduction and Section 9 ("Certain Information Concerning the Parent, BUSA and the Offeror") of the Offer to Purchase is incorporated herein by reference. In addition, Brady states that it owns five shares of Company common stock, acquired more than three months ago. ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES The information set forth in the Introduction, Section 9 ("Certain Information Concerning the Parent and the Offeror") and Section 17 ("Fees and Expenses") of the Offer to Purchase is incorporated herein by reference. ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED The information set forth in the Introduction and Section 17 ("Fees and Expenses") of the Offer to Purchase is incorporated herein by reference. ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS The information set forth in Section 9 ("Certain Information Concerning the Parent, BUSA and the Offeror") of the Offer to Purchase is incorporated herein by reference. The incorporation by reference herein of the above-referenced financial information does not constitute an admission that such information is material to a decision by a -7- 8 holder of Common Stock of the Company whether to sell, tender or hold securities being sought in the Offer. ITEM 10. ADDITIONAL INFORMATION (a) Not applicable. (b)-(c) The information set forth in Section 16 ("Certain Regulatory and Legal Matters") of the Offer to Purchase is incorporated herein by reference. (d) The information set forth in Section 7 ("Effect of the Offer on Market for Shares, Nasdaq Listing and Registration Under the Exchange Act"), Section 10 ("Source and Amount of Funds") and Section 16 ("Certain Regulatory and Legal Matters") of the Offer to Purchase is incorporated herein by reference. (e) Not applicable. (f) Reference is hereby made to the Offer to Purchase and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), and are incorporated herein by reference in their entirety. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS (a)(1) -- Offer to Purchase, dated February 29, 1996 (a)(2) -- Letter of Transmittal, dated February 29, 1996 (a)(3) -- Notice of Guaranteed Delivery. (a)(4) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5) -- Letter to Clients from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6) -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7) -- Text of Press Release, Dated February 27, 1996. (a)(8) -- Summary Advertisement, dated February 29, 1996. (a)(9) -- Text of Press Release, dated March 15, 1996 -8- 9 (a)(10) -- Text of Press Release, dated March 29, 1996. (b) -- Not applicable. (c)(1) -- Agreement and Plan of Merger, dated as of February 27, 1996, among the Company, VSI Acquisition Co., BUSA, and Brady. (c)(2) -- Engagement Letter, dated February 27, 1996, by and among Robert W. Baird & Co. Incorporated and Brady. (c)(3) -- Scott F. Drill Shareholder Tender Agreement. (d) -- Not applicable. (e) -- Not applicable. (f) -- Not applicable. (g) -- Not applicable. -9- 10 SIGNATURES After due inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: April 3, 1996 VSI ACQUISITION CO. By: /s/ Donald P. DeLuca ------------------------- Donald P. DeLuca BRADY USA, INC. By: /s/ Donald P. DeLuca ------------------------- Donald P. DeLuca W. H. BRADY CO. By: /s/ Donald P. DeLuca ------------------------- Donald P. DeLuca -10- 11 EXHIBIT INDEX
Exhibit Page No. No. - ----------- -------- (a)(1) Offer to Purchase, dated February 29, 1996 * (a)(2) Letter of Transmittal, dated February 29, 1996 * (a)(3) Notice of Guaranteed Delivery * (a)(4) Letter to Brokers * (a)(5) Letter to Clients from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees * (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 * (a)(7) Text of Press Release, dated February 27, 1996 * (a)(8) Summary Advertisement, dated February 29, 1996 * (a)(9) Text of Press Release, dated March 14, 1996 * (a)(10) Text of Press Release, dated March 29, 1996 (b) Not applicable (c)(1) Agreement and Plan of Merger, dated as of February 27, 1996, among the Company, VSI Acquisition Co., BUSA, and Brady * (c)(2) Engagement Letter, dated February 27, 1996 by and among Robert W. Baird & Co. Incorporated and Brady * (c)(3) Scott F. Drill Shareholder Tender Agreement (d) Not applicable (e) Not applicable (f) Not applicable (g) Not applicable
- ------------------- * Previously filed. -11- EX-99.(A)(10) 2 TEXT OF PRESS RELEASE 1 [BRADY LETTERHEAD] For more information contact: Donald P. DeLuca (414)438-6018 For Immediate Release W.H. BRADY CO. ANNOUNCES ACCEPTANCE OF TENDERS FOR VARITRONIC SYSTEMS, INC. MILWAUKEE, Wis. (March 29, 1996)--W.H. Brady Co. today announced that it has received and accepted tenders in excess of 97 percent for Varitronic Systems, Inc., pursuant to Brady's tender offer made on February 29, 1996, which expired at midnight Central Time on March 28, 1996. Varitronic, headquartered in Minneapolis, develops, manufactures and markets supply-consuming lettering, labeling, signage and presentation systems which enhance the quality, professionalism and effectiveness of a wide range of communication. It also offers a broad range of consumable supplies and accessories which are used with all of its products. "We are very pleased with the acceptance of our offer and look forward to the successful integration of Varitronic into the Brady family," said Katherine M. Hudson, president and chief executive officer of W.H. Brady Co. Brady expects the merger will be completed as promptly as practicable. W.H. Brady Co., headquartered in Milwaukee, manufactures and markets more than 30,000 stock and custom products including high-performance labels; precision adhesive parts for semiconductors, hard disk drives and microfloppy disks; safety devices; pipe markers; sign; software; and industrial printing and labeling systems. The company has manufacturing operation in Singapore, Japan, Australia, Belgium, England, Canada, Scotland and the United States and has sales/customer services offices in Hong Kong, South Korea, Italy, Sweden, France, Germany and New Zealand. It employs more than 2,100 people worldwide. -----END PRIVACY-ENHANCED MESSAGE-----