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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
MARCH 25, 1996
Date of Report (Date of earliest event reported)
ANDROS INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 0-11062 94-1674541
(State or Other Jurisdiction (Commission File Number) (IRS Employer
Identification No.) of Incorporation)
2332 FOURTH STREET
BERKELEY, CALIFORNIA 94710-2402
(Address of principal executive offices, including zip code)
(510) 849-5700
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) Pursuant to the agreement and plan of merger, dated as of February 14,
1996 (the "Merger Agreement"), among Andros Incorporated, a corporation
organized under the laws of the State of Delaware (the "Company" or the
"Registrant"), Andros Acquisition Inc., a corporation organized under the laws
of the State of Delaware ("Purchaser") and a direct wholly owned subsidiary of
Andros Holdings Inc., a corporation organized under the laws of the State of
Delaware ("Parent") and formed at the direction of Genstar Capital Partners II,
L.P., a limited partnership organized under the laws of the State of Delaware
("GCP II"), the sole general partner of which is Genstar Capital LLC, a limited
liability company organized under the laws of the State of Delaware ("GCLLC"),
and Parent, Purchaser commenced a cash tender offer (the "Offer") on February
21, 1996 for all outstanding shares of common stock, par value $.01 per share
(the "Shares"), of the Company at a price of $18.00 per Share, net to the seller
in cash. The Offer was made pursuant to an Offer to Purchase, dated February
21, 1996 (the "Offer to Purchase"), the related Letter of Transmittal and the
Merger Agreement. The Offer expired at 5:00 p.m., New York City time, on March
25, 1996, and as of 5:01 p.m., New York City time, on such date Purchaser
accepted for payment 2,765,192 Shares validly tendered pursuant to the Offer and
not withdrawn, representing approximately 58% of the total number of the then
outstanding Shares.
The consummation of the Offer and the acceptance for payment by Purchaser
of the Shares validly tendered pursuant thereto and not withdrawn was announced
in a press release of GCP II dated March 26 , 1996, a copy of which was filed as
Exhibit (a)(10) to Amendment No. 3 (Final Amendment), dated March 26, 1996 (the
"Final Amendment"), to the Tender Offer Statement on Schedule 14D-1, dated
February 21, 1996 (the "Schedule 14D-1"), as amended, filed by Parent and
Purchaser in connection with the Offer, and which press release is incorporated
herein by reference.
Pursuant to the Merger Agreement, the Company agreed to cause a special
meeting (the "Special Meeting") of the stockholders of the Company to be duly
called and held as soon as reasonably practicable following consummation of the
Offer for the purpose of voting on the approval and adoption of the Merger
Agreement and the transactions contemplated thereby, including the merger (the
"Merger") of Purchaser into the Company. The Merger Agreement provides that in
connection with the Special Meeting the Company shall promptly prepare and file
with the the Securities and Exchange Commission (the "Commission"), use all
reasonable efforts to have cleared by the Commission and thereafter mail to its
stockholders as promptly as practicable a Proxy Statement with respect to the
Special Meeting. The Company has agreed, subject to the fiduciary duties of the
board of directors of the Company (the "Board") as advised by counsel, to
include in the Proxy Statement the recommendation of the Board that the
stockholders of the Company approve and adopt the Merger Agreement and the
transactions contemplated thereby and to use all reasonable efforts to obtain
such approval and adoption.
Under the General Corporation Law of the State of Delaware (the "General
Corporation Law"), the affirmative vote of the majority of the issued and
outstanding Shares, present in person or represented by proxy at the Special
Meeting and entitled to vote thereon, is required to adopt and approve the
Merger Agreement and the transactions
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contemplated thereby. Purchaser owns in the aggregate 2,765,192 Shares,
representing approximately 58% of the outstanding Shares, and therefore has
sufficient voting power to adopt and approve the Merger Agreement and the
transactions contemplated thereby without the vote of any other stockholder of
the Company. Pursuant to the Merger Agreement, Parent has agreed to cause
Purchaser to vote all Shares beneficially owned thereby in favor of adoption and
approval of the Merger Agreement and the Merger. Under the General Corporation
Law and the certificate of incorporation of the Company, no action will be
required by stockholders of the Company (other than Purchaser) to effect the
Merger.
The Merger will be consummated as soon as practicable following the
Special Meeting on the terms and subject to the conditions set forth in the
Merger Agreement, as a result of which at the effective time of the Merger
(i) the Company will continue as the surviving corporation (the "Surviving
Corporation") and will become a direct wholly owned subsidiary of Parent and
(ii) each Share issued and outstanding (other than Shares held by Purchaser,
Parent or the Company, or any direct or indirect subsidiary of any of them,
and Shares held by stockholders of the Company who perfect appraisal rights
under the General Corporations Law) will be converted into the right to
receive $18.00 net per Share in cash, without interest (the "Merger
Consideration").
The total amount of funds required by Purchaser to consummate the Offer and
the Merger and to pay fees and expenses related thereto is estimated by
Purchaser to be approximately $94.8 million.
On March 25, 1996, Purchaser entered into (i) a definitive credit agreement
(the "Credit Agreement") with Banque Paribas, The Bank of Nova Scotia and
certain other financial institutions as lenders thereunder (collectively, the
"Banks"), and (ii) a definitive senior subordinated loan agreement (the "Loan
Agreement") with BG Services Limited, a corporation organized under the laws of
Guernsey ("BG Services"), substantially on the terms set forth in Section 9
("Financing of the Offer and the Merger") on pages 14-25 of the Offer to
Purchase, a copy of the form of which is attached as Exhibit (a)(1) to the
Schedule 14D-1 and which Section 9 is incorporated herein by reference. Copies
of substantially final forms of the Credit Agreement and the Loan Agreement are
attached as Exhibits (b)(3) and (b)(4), respectively, to the Final Amendment.
Purchaser obtained the funds required to purchase the 2,765,192 Shares
purchased pursuant to the Offer (approximately $49.8 million), to pay certain
fees related to the Offer (approximately $6.1 million) and to pre-fund interest
on the loans made under the Credit Agreement (approximately $0.7 million) from
(i) the proceeds of the sale of shares of common stock, par value $.01 per
share, of Parent to GCP II for an aggregate of approximately $17.0 million,
(ii) the proceeds of loans from the Banks to Purchaser pursuant to a senior term
loan facility (the "Tender Offer Facility") under the Credit Agreement in an
aggregate amount of approximately $24.8 million and (iii) the proceeds of loans
from BG Services to Purchaser under the Loan Agreement in an aggregate amount of
approximately $15.0 million.
Purchaser expects to obtain the funds required to pay the Merger
Consideration for the outstanding Shares converted into the right to receive
such payment pursuant to the Merger (approximately $33.5 million), to cash-out
Options pursuant to the Merger (approximately $4.3 million), to repay
indebtedness of the Surviving Corporation under the Tender Offer Facility
(approximately $24.8 million), and to pay certain other fees and expenses
related to the Offer and the Merger (approximately $1.1 million) from (i) the
proceeds of loans from the Banks to the Surviving Corporation pursuant to a
senior term loan facility and a revolving credit facility under the Credit
Agreement in an aggregate amount of approximately $38.7 million and
(ii) approximately $25.0 million of Company cash on hand.
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Upon consummation of the Offer on March 25, 1996, three members of the
Board resigned and three new directors nominated by Purchaser--Richard D.
Paterson, Mark E. Bandeen and Jean-Pierre L. Conte--were appointed to the Board.
Subsequently on March 25, 1996, the Board, by duly adopted resolutions thereof,
increased the number of directors constituting the Board from five to six and
appointed an additional director nominated by Purchaser--Daniel J. Boverman--to
the Board. Information with respect to each new director is included in
Schedule I to the Solicitation/Recommendation Statement on Schedule 14D-9, dated
February 21, 1996 (the "Schedule 14D-9"), filed by the Company in connection
with the Offer. The directors who resigned from the Board are Dane Nelson, John
M. Huneke and Karl H. Schimmer, M.D. Two independent directors -- Eugene
Kleiner and Robert C. Wilson -- remain on the Board.
(b) In connection with the Credit Agreement and the loans made by the
Banks to Purchaser thereunder, Purchaser has pledged all of the shares owned
thereby to the Banks. In the event the Banks were to foreclose their security
interest in the Shares, a change of control with respect to the Company would
result. To the knowledge of the Company there are no other arrangements,
including any pledge by any person of securities of the Company, the operation
of which may at a subsequent date result in a change in control of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
Exhibit No. Description
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99.1 Agreement and Plan of Merger, dated as of February 25, 1996,
among the Company, Purchaser and Parent (incorporated herein
by reference to Exhibit 1 to the Schedule 14D-9).
99.2 Press release, dated March 26, 1996, by GCP II regarding
completion of the Offer (incorporated herein by reference to
Exhibit (a)(10) to the Final Amendment).
99.3 Section 9 ("Financing of the Offer and the Merger") on pages
14-25 of the Offer to Purchase (incorporated herein by
reference to Exhibit (a)(1) to the Schedule 14D-1).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ANDROS INCORPORATED
Dated: April 5, 1996 By: \s\ DANE NELSON
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Dane Nelson
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Agreement and Plan of Merger, dated as of February 25, 1996,
among the Andros Incorporated, Andros Acquisition Inc. and
Andros Holdings Inc. (incorporated herein by reference to
Exhibit 1 to the Solicitation/ Recommendation Statement of
the Company on Schedule 14D-9, dated February 21, 1996).
99.2 Press release, dated March 26, 1996, by Genstar Capital
Partners II, L.P. regarding completion of the Offer
(incorporated herein by reference to Exhibit (a)(10) to
Amendment No. 3 (Final Amendment), dated March 26, 1996, to
the Tender Offer Statement of Andros Acquisition Inc. and
Andros Holdings Inc. on Schedule 14D-1, dated February 21,
1996).
99.3 Section 9 ("Financing of the Offer and the Merger") on pages
14-25 of the Offer to Purchase, dated February 21, 1996, of
Andros Acquisition Inc. (incorporated herein by reference to
Exhibit (a)(1) to the Tender Offer Statement of Andros
Acquisition Inc. and Andros Holdings Inc. on Schedule 14D-1,
dated February 21, 1996).
