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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
(FINAL AMENDMENT) 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.
and
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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The Index to Exhibits Begins on Page 8
Page 1 of 8 Pages
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CALCULATION OF FILING FEE
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Transaction Amount of
Valuation Filing Fee
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$189,961,464* $37,993**
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* Estimated for purposes of calculating the filing fee only. Such amount was
derived by multiplying $24.00, the amount offered for each share of common
stock, par value $1.00 per share (the "Shares"), of Eljer Industries, Inc., by
the sum of (i) 7,153,657, representing all of the shares issued and outstanding
as of December 14, 1996 and (ii) 761,404, representing all of the Shares
reserved for issuance upon the exercise of all outstanding options to purchase
Shares as of December 14, 1996.
** 1/50th of 1% of the Transaction Valuation.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $37,993
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Form or Registration No.: Schedule 14D-1
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Filing Party: Zurn Acquisition Co., Inc. and Zurn Industries, Inc.
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Date Filed: December 20, 1996
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Page 2 of 8 Pages
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CUSIP No. 287161103 14D-1 Page 1 of 2 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ZURN ACQUISITION CO., INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCES OF FUNDS
BK, 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
6,755,154 Shares (including 188,968 Shares subject to guaranteed delivery
procedures)
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
94.4%
10 TYPE OF REPORTING PERSON
CO
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Page 3 of 8 Pages
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CUSIP No. 287161103 14D-1 Page 2 of 2 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ZURN INDUSTRIES, INC. 25-1040754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCES OF FUNDS
WC, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,755,154 Shares (including 188,968 Shares subject to guaranteed delivery
procedures)
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
94.4%
10 TYPE OF REPORTING PERSON
CO, HC
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Page 4 of 8 Pages
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This Amendment No. 2 (Final Amendment) amends and supplements the Tender
Offer Statement on Schedule 14D-1 filed with the Securities and Exchange
Commission (the "Commission") on December 20, 1996, as amended by Amendment No.
1 to Schedule 14D-1 filed with the Commission on January 6, 1997 (the original
filing, as amended, the "Schedule 14D-1"), 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6(a)-(b) is hereby amended and supplemented by adding at the end
thereof the following:
The Offer expired at 12:00 midnight, New York City time, on Tuesday,
January 21, 1997. The Parent issued a press release on January 22, 1997 in which
it disclosed that the Depositary had informed it that 6,755,154 Shares
(approximately 94.4% of the outstanding Shares) were tendered and not withdrawn
prior to the expiration of the Offer, including 188,968 Shares tendered pursuant
to guaranteed delivery procedures. The Parent also announced that all of the
Shares tendered and not withdrawn pursuant to the Offer (including Shares
subject to guaranteed delivery procedures) were accepted for payment.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following Exhibit:
(a)(9) Text of Press Release issued on January 22, 1997
Page 5 of 8 Pages
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SIGNATURES
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: January 22, 1997
ZURN ACQUISITION CO., INC.
By: /s/ Robert R. Womack
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Name: Robert R. Womack
Title: President
Page 6 of 8 Pages
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SIGNATURES
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: January 22, 1997
ZURN INDUSTRIES, INC.
By: /s/ Robert R. Womack
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Name: Robert R. Womack
Title: Chairman and Chief
Executive Officer
Page 7 of 8 Pages
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INDEX TO EXHIBITS
EXHIBIT PAGE
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(a)(9) Text of Press Release issued on January 22, 1997 9
Page 8 of 8 Pages
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EXHIBIT (a)(9)
FOR IMMEDIATE RELEASE
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January 22, 1997
ZURN INDUSTRIES SUCCESSFULLY COMPLETES ELJER TENDER OFFER
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Erie, PA...Zurn Industries, Inc. (NYSE:ZRN) announced today the successful
completion of its tender offer for shares of Eljer Industries, Inc. (NYSE:ELJ),
based in Dallas, Texas.
On December 20, 1996, Zurn Industries, acting through its wholly owned
subsidiary Zurn Acquisition Co., Inc., initiated an offer to purchase for cash
all outstanding shares of common stock, par value $1.00 per share, of Eljer
Industries at $24.00 net per share. The offer expired at midnight on Tuesday,
January 21, 1997.
Harris Trust Company of New York, the Depositary, has informed Zurn Industries
that 6,755,154 shares of Eljer stock were tendered and not withdrawn prior to
the expiration of the tender offer, including 188,968 shares tendered under
guaranteed delivery procedures. The tendered shares represent approximately 94.4
percent of all outstanding Eljer stock. All shares tendered and not withdrawn in
the offer, including those subject to guaranteed delivery procedures, were
accepted for payment.
As contemplated by the previously announced merger agreement, Zurn Industries
will acquire the remaining 398,503 Eljer shares through a cash merger. In the
merger, the remaining outstanding shares, other than those held by stockholders
exercising appraisal rights, will be converted into the right to receive $24.00
per share. The merger is expected to be completed later this week.
Zurn Industries, Inc. is an industry leader in manufacturing and marketing
plumbing and HVAC products and in providing water resource construction services
and fire protection systems.
Contact: Steve Adams
ZURN INDUSTRIES, INC.
Erie, PA 814/452-2111
