UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Rule 14d-101)
(Amendment No. 3)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
KAYDON CORPORATION
(Name of Subject Company)
KAYDON
CORPORATION
(Name of Person Filing Statement)
Common Stock,
$0.10 par value per share
(Title of Class of Securities)
486587108
(CUSIP Number
of Class of Securities)
Debra K. Crane
Vice President, Administration and Secretary
Kaydon Corporation
Suite
300, 2723 South State Street
Ann Arbor, Michigan 48104
(734) 747-7025
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
With copies to:
Elizabeth Noe
Paul
Hastings LLP
1170 Peachtree St., Suite 100
Atlanta, GA 30309
(404)
815-2287
¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 3 (this Amendment No. 3) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and supplemented from time to time, the Schedule 14D-9), relating to the tender offer (the Offer) by Atlas Management, Inc., a Delaware corporation
(Parent), through its wholly owned subsidiary Dublin Acquisition Sub Inc., a Delaware corporation (Acquisition Sub), to purchase all of the outstanding shares of Kaydon Corporations common stock, par value $0.10 per
share, at a purchase price of $35.50 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes. The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase
dated September 16, 2013, and in the related Letter of Transmittal, as required by the Agreement and Plan of Merger, dated as of September 5, 2013, by and among Kaydon Corporation, Parent and Acquisition Sub.
Except as set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as
relevant to the items in this Amendment No. 3. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9.
Item 8, Additional Information, is hereby amended and supplemented as follows:
By inserting, as the last paragraph on page 37 under the heading Regulatory ComplianceExon-Florio, the following:
As of October 8, 2013, the parties have not yet received written confirmation by CFIUS that it has
(i) completed its review (or, if applicable, investigation) under the Exon-Florio Amendment and (ii) determined that there are no unresolved national security concerns with respect to the Merger, which is a condition to the Offer, which we
refer to as the CFIUS Condition. On October 8, 2013, the Purchaser and Parent waived the CFIUS Condition. All other terms of the Offer remain unchanged and, in particular, the Offer continues to be scheduled to expire at 11:59 p.m., New York
City time, on October 15, 2013, unless extended.
By inserting, as the last paragraph on page 37 under the heading
Regulatory ComplianceOther Regulatory Approvals, the following:
On October 4, 2013, the
German Federal Cartel Office (FCO) cleared, without conditions, the acquisition of the Shares pursuant to the Offer and the Merger under the German Act Against Restraints of Competition. Accordingly, the condition to the Offer relating
to obtaining the approval of the FCO has been satisfied. However, this does not fully satisfy the Antitrust Condition (as defined in Section 15 of the Offer to Purchase), as there remain non-U.S. governmental authorities that must approve or
clear the Offer and the Merger in order to meet this condition.
By inserting, as the last paragraph on page 38 under the heading
Additional InformationLegal Proceedings, the following:
In addition, the Company, each member of
the Board, SKF, Parent and Merger Sub were named as defendants in a purported class action lawsuit filed in the United States District Court for the Eastern District of Michigan by alleged stockholders of the Company challenging the proposed Offer
and Merger, captioned Francis v. Kaydon Corp. et al., Case No. cv 14258 (the Francis Action). The Francis Action was filed on October 7, 2013 and alleges, among other things, that (i) that the Schedule 14D-9 failed to disclose
all material facts regarding the proposed transaction to Kaydons stockholders in violation of Sections 14(d)(4) and (e), and 20(a) of the Securities Exchange Act of 1934, (ii) the directors of the Company breached their fiduciary duties
to the stockholders of the Company, including duties of care, loyalty, good faith, candor and independence owed to the stockholders of the Company, by among other things, failing to take steps to maximize value of the Company for its stockholders
and failing to conduct an appropriate sales process; (iii) Kaydon, SKF, Parent and Merger Sub aided and abetted the alleged breaches of fiduciary duty by the directors of the Company. The Francis Action seeks equitable relief, including an
injunction against consummation of the Merger, rescission of the Merger to the extent implemented, a direction to defendants to account to plaintiff and the class for all damages suffered and awarding plaintiff the costs and disbursements of the
action, including attorneys fees and costs.
Item 9, Exhibits, is hereby amended and supplemented as follows:
By adding the following exhibit:
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(a)(1)(I)
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Press Release issued by Aktiebolaget SKF on October 8, 2013 (incorporated by reference to Exhibit (a)(5)(G) to the Schedule TO)
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I-1
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.
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KAYDON CORPORATION
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By:
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/s/ Debra K. Crane
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Name:
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Debra K. Crane
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Title:
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Vice President, Administration and Secretary
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Dated: October 8, 2013
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