<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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GAMMA BIOLOGICALS, INC.
(NAME OF SUBJECT COMPANY [ISSUER]
GAMMA ACQUISITION CORPORATION
IMMUCOR, INC.
(BIDDERS)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(TITLE OF CLASS OF SECURITIES)
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
364 657 106
(CUSIP NUMBER OF CLASS OF SECURITIES)
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EDWARD L. GALLUP
GAMMA ACQUISITION CORPORATION
C/O IMMUCOR, INC.
3130 GATEWAY DRIVE
NORCROSS, GEORGIA 30091
TELEPHONE: (770) 441-2051
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF BIDDERS)
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COPY TO:
PHILIP H. MOISE, ESQ.
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
FIRST UNION PLAZA, SUITE 1400
999 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309
TELEPHONE: (404) 817-6000
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
This Amendment No. 2 to Schedule 14D-1 Tender Offer Statement relates to
the offer by Gamma Acquisition Corporation, a Texas corporation (the
"Purchaser") and a wholly owned subsidiary of Immucor, Inc., a Georgia
corporation (the "Parent"), to purchase all of the outstanding shares of common
stock, par value $.10 per share, and the associated common stock purchase
rights (together with the rights, the "Shares") of Gamma Biologicals, Inc., a
Texas corporation (the "Company"), at a price of $5.40 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated September 25, 1998(the
"Offer to Purchase"), and in the related Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer").
In response to the Offer to Purchase, 4,285,810 Shares (20,958 Shares
subject to guaranteed delivery), or approximately 92.7% of the outstanding
Shares, were tendered as of the Expiration Date and have been accepted for
payment. As a result, the Offer to Purchase has been concluded.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press Release issued October 26, 1998.
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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.
Dated: October 26, 1998
GAMMA ACQUISITION CORPORATION
By: /s/ EDWARD L. GALLUP
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Name: Edward L. Gallup
Title: President
IMMUCOR, INC.
By: /s/ EDWARD L. GALLUP
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Name: Edward L. Gallup
Title: Chairman of the Board of Directors,
President and Chief Executive Officer
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EXHIBIT (a)(10)
FOR IMMEDIATE RELEASE CONTACT: Immucor, Inc.
Edward Gallup, Steve Ramsey or Connie Vinson
770-441-2051
IMMUCOR, INC. COMPLETES CASH TENDER OFFER
FOR GAMMA BIOLOGICALS, INC.
NORCROSS, GA. -- October 26, 1998 -- Immucor, Inc. (NASDAQ: BLUD) and Gamma
Biologicals, Inc. (AMEX: GBL) today jointly announced that the tender offer of
Immucor, through its wholly-owned subsidiary, Gamma Acquisition Corporation,
for all the outstanding shares of common stock of Gamma Biologicals at a price
of $5.40 per share, expired at 12:00 midnight, on Friday, October 23, 1998.
According to the depository for the offer, 4,285,810 shares, representing
approximately 92.7% of the issued and outstanding shares of Gamma Biologicals,
were tendered pursuant to the offer (including approximately 20,956 shares
subject to guarantees of delivery). Immucor has notified the depository that it
will purchase all shares tendered.
Immucor plans to promptly effect the merger of Gamma Acquisition Corporation
into Gamma Biologicals. In the merger each remaining outstanding share of Gamma
Biologicals will be converted into the right to receive $5.40 net in cash and
Gamma Biologicals will become a wholly-owned subsidiary of Immucor.
Edward L. Gallup, Immucor's President and CEO, stated "We are pleased to
complete the acquisition of Gamma Biologicals. I would like to welcome the
customers and employees of Gamma Biologicals to the Immucor team."
Commenting further, Mr. Gallup said, "The combined strengths of Immucor and
Gamma will enable us to provide a broad range of products and services. We will
offer the most comprehensive product line in the blood bank serology business
including two emerging technologies, Capture(R) and ReAct(R). These two
technologies, applied to our family of automated systems, will fuel future
growth and position Immucor as the leading company in our industry."
Immucor, Inc., founded in 1982, manufactures and sells a complete line of
reagents and systems used by hospitals, reference laboratories and donor
centers to detect and identify certain properties of the cell and serum
components of blood prior to transfusion. Immucor markets a complete family of
automated instrumentation for all of its market segments. Immucor's fiscal 1998
revenues were approximately $40 million.
For more information on Immucor, please visit the Company's website at
www.immucor.com.
This press release may contain forward-looking statements as that term is
defined in the Private Securities Reform Act of 1995, including, without
limitation, statements concerning the Company's expectations, beliefs,
intentions or strategies regarding the future. All forward-looking statements
included in this document are based on information available to the Company on
the date hereof, and the Company assumes no obligation to update any such
forward-looking statements. Further risks are detailed in the Company's filings
with the Securities and Exchange Commission, including those set forth in the
Company's most recent Form 10-K and Quarterly Reports on Form 10-Q.
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