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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ELJER INDUSTRIES, INC.
(NAME OF SUBJECT COMPANY)
ZURN ACQUISITION CO., INC.
ZURN INDUSTRIES, INC.
(BIDDERS)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
287161103
(CUSIP NUMBER OF CLASS OF SECURITIES)
DENNIS HAINES
GENERAL COUNSEL AND SECRETARY
ZURN INDUSTRIES, INC.
ONE ZURN PLACE
ERIE, PENNSYLVANIA 16505
(814) 452-2111
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
WITH A COPY TO:
DAVID G. HEIMAN
JONES, DAY, REAVIS & POGUE
901 LAKESIDE AVENUE
CLEVELAND, OHIO 44114
(216) 586-3939
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Page 1 of 4 Pages
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange
Commission on December 20, 1996 by Zurn Industries, Inc., a Pennsylvania
corporation ("Parent"), and Zurn Acquisition Co., Inc., a Delaware corporation
and a wholly owned subsidiary of Parent ("Purchaser"), as bidders, with respect
to Purchaser's offer to purchase all of the outstanding shares of common
stock, par value $1.00 per share (the "Shares"), of Eljer Industries, Inc., a
Delaware corporation, at a purchase price of $24.00 per Share, net to the seller
in cash.
Except as otherwise indicated herein, the information set forth in the
Schedule 14D-1 remains unchanged and each capitalized term used herein and not
defined shall have the meaning ascribed to such term in the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION
The response to Item 10 is hereby amended by adding the following:
(c) The waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the regulations thereunder applicable to the
purchase of the Shares pursuant to the Offer expired on January 3, 1997.
Page 2 of 4 Pages
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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.
Dated: January 6, 1997
ZURN ACQUISITION CO., INC.
By: /s/ Robert R. Womack
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Name: Robert R. Womack
Title:President
Page 3 of 4 Pages
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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.
Dated: January 6, 1997
ZURN INDUSTRIES, INC.
By: /s/ Robert R. Womack
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Name: Robert R. Womack
Title:Chairman and Chief
Executive Officer
Page 4 of 4 Pages
