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1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13(d) FILING PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VITRONICS CORPORATION (Name of Subject Company) DTI INTERMEDIATE, INC. DOVER TECHNOLOGIES INTERNATIONAL, INC. DOVER CORPORATION (Bidders) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 928503 10 1 (CUSIP Number of Class of Securities) ROBERT A. LIVINGSTON VICE PRESIDENT DOVER TECHNOLOGIES INTERNATIONAL, INC. ONE MARINE MIDLAND PLAZA EAST TOWER, SIXTH FLOOR BINGHAMTON, NEW YORK 13901 (607) 773-2290 (Name, Address and Telephone Number of Person authorized to Receive Notices and Communications on Behalf of Bidder) COPY TO: ROBERT J. SMITH, ESQ. COUGHLIN & GERHART, LLP ONE MARINE MIDLAND PLAZA EAST TOWER, EIGHTH FLOOR BINGHAMTON, NEW YORK 13901 (607) 723-9511 2 CUSIP NO. 928503 10 1 14D-1 1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons DTI Intermediate, Inc. 2. Check the Appropriate Box if a Member of a Group (a) / / (b) / / 3. SEC Use Only 4. Source of Funds AF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) / / 6. Citizenship or Place of Organization Delaware 7. Aggregate Amount Beneficially Owned By Each Reporting Person 7,935,940 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / / 9. Percent of Class Represented By Amount in Row (7) 80.5% 10. Type of Reporting Person CO CUSIP NO. 928503 10 1 14D-1 1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Dover Technologies International, Inc. 2. Check the Appropriate Box if a Member of a Group (a) / / (b) / / 3 3. SEC Use Only 4. Source of Funds AF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) / / 6. Citizenship or Place of Organization Delaware 7. Aggregate Amount Beneficially Owned By Each Reporting Person 7,935,940 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / / 9. Percent of Class Represented By Amount in Row (7) 80.5% 10. Type of Reporting Person CO CUSIP NO. 928503 10 1 14D-1 1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Dover Corporation 2. Check the Appropriate Box if a Member of a Group (a) / / (b) / / 3. SEC Use Only 4. Source of Funds WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) / / 6. Citizenship or Place of Organization Delaware 4 7. Aggregate Amount Beneficially Owned By Each Reporting Person 7,935,940 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / / 9. Percent of Class Represented By Amount in Row (7) 80.5% 10. Type of Reporting Person CO 5 TENDER OFFER This Statement ("Amendment No. 2") amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission (the "Commission") on September 9, 1997 as amended by Amendment No. 1 to Schedule 14D-1 filed with the Commission on October 6, 1997, (as so Amended, the "Schedule 14D-1"), relating to the offer by DTI Intermediate, Inc., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Dover Technologies International, Inc., a Delaware corporation ("Dover Technologies"), an indirect wholly owned subsidiary of Dover Corporation, a Delaware corporation ("Dover"), to purchase all of the outstanding shares of Common Stock, par value $.01 per share (the "Common Stock"), of Vitronics Corporation, a Massachusetts corporation (the "Company") at $1.90 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 9, 1997 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"). Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase. Item 10. Additional Information. (f) The tender offer expired as scheduled at 12:00 midnight, New York City time, on October 6, 1997. Approximately 7,935,940 shares of Vitronics Corporation Common Stock have been tendered, which constitutes 80.5% of the outstanding Vitronics Corporation Common Stock. The Merger will be consummated as soon as possible. Item 11. Materials to be filed as Exhibits. Item 11 is hereby amended to add the following: (a)(9) Press Release jointly issued by Dover Technologies and the Company dated October 7, 1997. 6 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. Date: October 7, 1997 DTI INTERMEDIATE, INC. \s\ John E. Pomeroy By: _________________________________________ John E. Pomeroy, President SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify the information set forth in this statement is true, complete and correct. Date: October 7, 1997 DOVER TECHNOLOGIES INTERNATIONAL, INC. \s\ John E. Pomeroy By: _________________________________________ John E. Pomeroy, President SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify the information set forth in this statement is true, complete and correct. Date: October 7, 1997 DOVER CORPORATION \s\ John E. Pomeroy By: _________________________________________ John E. Pomeroy, Vice President 7 INDEX TO EXHIBITS EXHIBIT EXHIBIT NUMBER (a)(9) Press Release jointly issued by Dover Technologies and the Company dated October 7, 1997
1 EXHIBIT (a)(9) FOR IMMEDIATE RELEASE Contact: Robert A. Livingston Dover Technologies International, Inc. (607) 773-2290 DOVER TECHNOLOGIES INTERNATIONAL, INC. COMPLETES TENDER OFFER FOR SHARES OF VITRONICS CORPORATION Binghamton, New York, October 7, 1997 -- Dover Technologies International, Inc., a subsidiary of Dover Corporation (NYSE:DOV) announced today that its subsidiary DTI Intermediate, Inc., has accepted for payment and will purchase, as soon as practicable, all shares of Vitronics Corporation (AMEX:VTC) common stock tendered pursuant to DTI Intermediate, Inc.'s tender offer for all outstanding shares of common stock of Vitronics Corporation. The tender offer expired as scheduled at 12:00 midnight, New York City time, October 6, 1997. Dover Technologies International, Inc. said that approximately 7,935,940 shares of Vitronics Corporation common stock had been tendered in the tender offer, which constitutes 80.5% of the outstanding Vitronics Corporation common stock. Dover Technologies International, Inc. further stated that the planned merger of Vitronics Corporation and DTI Intermediate, Inc. would be consummated as soon as practicable, which Dover Technologies anticipates will be in November, 1997.