Amended Statement of Ownership: Solicitation (sc 14d9/a)
April 11 2022 - 05:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 3)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities
Exchange Act of 1934
HUTTIG BUILDING PRODUCTS, INC.
(Name of Subject Company)
HUTTIG BUILDING PRODUCTS, INC.
(Name of Person Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
448451104
(CUSIP Number of Class of
Securities)
Philip Keipp
Vice President and Chief Financial
Officer
Huttig Building Products, Inc.
555 Maryville University Drive, Suite 400
St. Louis, Missouri 63141
(314) 216-2600
(Name, address and telephone number of person
authorized to receive notices and communications
on behalf of the persons filing
statement)
With copies to:
Craig A. Roeder
Piotr Korzynski
Baker & McKenzie LLP
300 East Randolph Street
Chicago, Illinois 60601
(312) 861-8000
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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”) amends and
supplements the Solicitation/Recommendation Statement on
Schedule 14D-9 (as amended or
supplemented from time to time, the “Schedule 14D-9”) filed by Huttig
Building Products, Inc., a Delaware corporation (“Huttig”),
with the Securities and Exchange Commission (the “SEC”) on
March 29, 2022, relating to the tender offer (the
“Offer”) by HBP Merger Sub, Inc., a Delaware corporation
(“Merger Sub”) and a wholly-owned subsidiary of Woodgrain
Inc., an Oregon corporation (“Parent”), to purchase all of
the outstanding shares of common stock, par value $0.01 per share,
of Huttig (the “Shares”), at a purchase price of $10.70 per
Share, net to the seller in cash, without interest and subject to
any withholding of taxes required by applicable law, upon the terms
and subject to the conditions set forth in the Offer to Purchase
dated March 28, 2022 (as amended or supplemented from time to
time, the “Offer to Purchase”), and in the related Letter of
Transmittal (which, together with the Offer to Purchase, as each
may be amended or supplemented from time to time, constitute the
“Offer”). The Offer is described in a Tender Offer Statement
on Schedule TO filed by Parent and Merger Sub with the SEC on
March 28, 2022. The Offer to Purchase and Letter of
Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B),
respectively, to the Schedule 14D-9 and are
incorporated herein by reference.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and
supplemented by adding the following exhibit:
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Exhibit Number |
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Description
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(a)(5)(E)* |
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Communication to Huttig employees dated
April 8, 2022. |
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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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Hutting Building Products, Inc. |
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By: |
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/s/ Philip W. Keipp
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Name: Philip W. Keipp |
Title: Vice President and Chief
Financial Officer |
Dated: April 11, 2022
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