Amended Statement of Ownership: Solicitation (sc 14d9/a)
April 11 2022 - 4:05PM
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. |
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. |
2
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 |
Name: Philip W. Keipp |
Title: Vice President and Chief Financial Officer |
Dated: April 11, 2022
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