- Amended Statement of Ownership: Solicitation (SC 14D9/A)
February 03 2011 - 5:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC
20549
SCHEDULE
14D-9
SOLICITATION/RECOMMENDATION
STATEMENT UNDER
SECTION
14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 6)
TODD
SHIPYARDS CORPORATION
(Name of
Subject Company)
TODD
SHIPYARDS CORPORATION
(Name of
Person Filing Statement)
Common
Stock, Par Value $0.01 Per Share
(Title of
Class of Securities)
889039103
(CUSIP
Number of Class of Securities)
Michael
G. Marsh
Secretary
and General Counsel
TODD
SHIPYARDS CORPORATION
1801-16th
Avenue SW
Seattle,
WA 98134
(206)
623-1635
(Name,
address, and telephone numbers of person authorized to receive
notices
and communications on behalf of filing persons)
Copy
to:
Phillip
R. Stanton, Esq.
Greensfelder,
Hemker & Gale, P.C.
10
South Broadway, Suite 2000
St.
Louis, Missouri 63102
(314)
241-9090
¨
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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. 6 (this “Amendment”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or
supplemented from time to time, the “Schedule”) originally filed with the U.S.
Securities and Exchange Commission (the “SEC”) by Todd Shipyards Corporation, a
Delaware corporation (the “Company”), on December 30, 2010, as amended by
Amendment No. 1 filed with the SEC on January 11, 2011, as further amended by
Amendment No. 2 filed with the SEC on January 14, 2011, as further amended by
Amendment No. 3 filed with the SEC on January 21, 2011, as further amended by
Amendment No. 4 filed with the SEC on January 25, 2011, and as further amended
by Amendment No. 5 filed with the SEC on January 31, 2011. The
Schedule relates to the offer by Nautical Miles, Inc., a Delaware corporation
(“Purchaser”) and a wholly-owned subsidiary of Vigor Industrial LLC, an Oregon
limited liability company (“Parent”), to purchase for cash all outstanding
Shares at a price of $22.27 per Share (the “Offer Price”), net to the
stockholder in cash, without interest and less any applicable withholding and
transfer taxes, payable by Purchaser upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated December 30, 2010 and the
related Letter of Transmittal, in each case as amended, copies of which are
attached to the Tender Offer Schedule on Schedule TO filed by Parent and certain
of its affiliates, including Purchaser, with the SEC on December 30,
2010.
Except as
otherwise set forth below, the information set forth in the Schedule remains
unchanged and is incorporated herein by reference as relevant to the items in
this Amendment. Capitalized terms used but not defined herein have the meanings
ascribed to them in the Schedule.
ITEM
4.
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THE SOLICITATION OR
RECOMMENDATION
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Item 4,
“
The Solicitation or
Recommendation - (e) Opinion of Financial Advisor”
is hereby
amended by inserting the following sentence immediately after the first sentence
of the first paragraph under the subsection titled
Discounted Cash Flow
Analysis
:
“The
projected unlevered free cash flows derived from the Company's internal
estimates were (in millions) $2.863 (remaining 2011E) $17.587 (2012E), $12.167
(2013E), $12.471 (2014E) and $14.357 (2015E).”
ITEM
8.
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ADDITIONAL
INFORMATION
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Item 8,
“
Additional Information –
Certain Company Projections
,” is hereby amended and supplemented by
adding the following paragraph to the end of such subsection:
“On
February 2, 2011, the Company announced that the U.S. Navy (“Navy”) awarded to
Todd Pacific a five-year Multi-Ship/Multi-Option contract for the drydocking of
the surface combatant ships homeported at Naval Station Everett or visiting the
Puget Sound region. This contract, and the financial effects thereof,
were included in the Projections which, as described above, were provided to
Purchaser, Parent and Houlihan Lokey. The award of this contract by
the Navy does not represent a change to the Projections.”
Item 8,
“Additional Information-Litigation, ” is hereby amended and supplemented by
adding the following paragraph to the end of such subsection:
“On
February 1, 2011, the Company
’
s counsel, on
behalf of the Company and Parent, reached an agreement in principle with the
plaintiffs in all of the purported class action lawsuits to settle all of the
above actions filed in connection with the transactions contemplated by the
Merger Agreement. Among other things, the terms of the settlement
require the Company to make supplemental disclosures to the Schedule, including
those set forth in this Amendment and in previous amendments. The
Company and Parent are in the process of negotiating appropriate settlement
documents with such plaintiffs and their counsels, including the fees payable to
plaintiffs
’
counsels.”
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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TODD
SHIPYARDS CORPORATION
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By:
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/s/ Michael
G. Marsh
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Name:
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Michael
G. Marsh
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Title:
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Secretary
and General Counsel
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Dated:
February 3, 2011
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