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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9/A
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 1)
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UGC Europe, Inc.
(Name of Subject Company)
UGC Europe, Inc.
(Name of Person Filing Statement)
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Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
90268P 10 2
(CUSIP Number of Class of Securities)
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John Risner
Jacques Manardo
Special Committee of the Board of Directors
UGC Europe, Inc.
4643 South Ulster Street, Suite 1300
Denver, Colorado 80237
(303) 220-4204
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of Person Filing Statement)
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With a copy to:
Ethan A. Klingsberg, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
(212) 225-2000
[ ] 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. 1 to Schedule 14D-9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by UGC Europe,
Inc., a Delaware corporation, with the Securities and Exchange Commission on
October 20, 2003. Capitalized terms used but not defined herein have the
meanings given to them in such October 20, 2003 filing. On November 12, 2003,
the Company issued a press release announcing that the Special Committee
supports the revisions to the Offer announced concurrently by United but urges
stockholders to take no action at this time. The text of the press release
referenced in Item 9 below is incorporated herein by reference. The Special
Committee expects to file an amended and restated Schedule 14D-9 after United
has filed and disseminated the documents specified in the Company's press
release.
ITEM 9. EXHIBITS
Item 9 is hereby amended and supplemented by adding the following
thereto:
Exhibit (a)(2)(ii) Press Release, dated November 12, 2003.(1)
(1) Incorporated by reference from the Company's filing pursuant to Rule 425 of
the Securities Act dated November 13, 2003 (File No. 333-109496).
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.
UGC EUROPE, INC.
By: /s/ JACQUES MANARDO
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Name: Jacques Manardo
Title: Member of the Special
Committee of the Board
of Directors*
By: /s/ JOHN RISNER
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Name: John Risner
Title: Member of the Special
Committee of the Board
of Directors*
Dated: November 13, 2003
* Pursuant to authority granted by the Company's Board of Directors, as
evidenced in Annex A hereto.
Annex A
Excerpt from the Resolutions of
the Board of Directors of the Company,
adopted as of October 7, 2003
"The Special Committee is hereby authorized and directed to exercise all power
and authority of this Board of Directors that may be delegated by law to the
Special Committee to the extent necessary for the Special Committee to take, in
the name and on behalf of the Company, all reasonable or necessary steps to
evaluate and, if advisable, negotiate to the terms of the exchange offer and any
other proposal by United or its affiliate that may amend, replace, supplement or
modify such offer (each such other proposal and the exchange offer, the
"Exchange Offer") and, in connection with such responsibilities, to communicate
with the Company's stockholders and the officers and representatives of United
and its affiliates and such other persons as the Special Committee shall deem
reasonable or necessary. The Special Committee may, in the name and on behalf of
the Company: engage legal, financial and other advisors (at the expense of the
Company) to advise, assist and represent the Special Committee in its discharge
of such responsibilities, including the evaluation of and communications
regarding the Exchange Offer; cause the Company to, or in the name of and on
behalf of the Company, make a recommendation to the Company's stockholders and,
if appropriate, the Board, or advise the Company's stockholders and, if
appropriate, the Board, that it is neutral or unable to take a position, with
respect to the Exchange Offer; and in furtherance thereof, cause the Company to,
or in the name and on behalf of the Company, take such actions as are required
to be taken by it with respect to the Exchange Offer under applicable Delaware
corporate law (including disclosure requirements thereunder), Nasdaq rules, the
federal securities laws, including Rules 14d-9 and 14e-2 promulgated under the
Securities Exchange Act of 1934, and any other applicable regulations in its
discharge of such foregoing responsibilities. Each member of the Special
Committee is also authorized to execute on behalf of the Special Committee such
documents as the Special Committee shall deem necessary or appropriate to carry
out such responsibilities."