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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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SYNTRO CORPORATION
(NAME OF SUBJECT COMPANY)
MALLINCKRODT VETERINARY ACQUISITIONS, INC.
A WHOLLY OWNED SUBSIDIARY OF
MALLINCKRODT VETERINARY, INC.
AND
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
MALLINCKRODT GROUP INC.
(BIDDERS)
COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
871629101
(CUSIP NUMBER OF CLASS OF SECURITIES)
ROGER A. KELLER
VICE PRESIDENT, SECRETARY AND
GENERAL COUNSEL
MALLINCKRODT GROUP INC.
7733 FORSYTH BLVD.
ST. LOUIS, MISSOURI 63105
(314) 854-5200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPIES TO
THOMAS L. FARQUER DENNIS V. OSIMITZ
VICE PRESIDENT, LAW SIDLEY & AUSTIN
MALLINCKRODT VETERINARY, INC. ONE FIRST NATIONAL PLAZA
421 EAST HAWLEY STREET CHICAGO, ILLINOIS 60603
MUNDELEIN, ILLINOIS 60060 (312) 853-7748
(708) 949-3733
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$45,018,001 $9,004
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* For the purpose of calculating the fee only, this amount assumes the
purchase of 12,681,127 shares of Common Stock of Syntro Corporation at
$3.55 per share. Such number of shares includes all outstanding shares as
of September 22, 1995, and assumes the exercise of all outstanding stock
options issued pursuant to the 1984 Incentive Stock Option Plan, the 1988
Executive Stock Option Plan, the 1988 Stock Option Plan and the 1994 Stock
Option Plan, and agreements with certain consultants, of the Company.
[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: $9,004 FILING PARTY: MALLINCKRODT
VETERINARY ACQUISITIONS,
INC., MALLINCKRODT
VETERINARY, INC. AND
MALLINCKRODT GROUP INC.
FORM OR REGISTRATION NO.: SCHEDULE 14D-1 DATE FILED: SEPTEMBER 29, 1995
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on September 29, 1995 (the "Schedule 14D-1") relating to
the tender offer by Mallinckrodt Veterinary Acquisitions, Inc., a Delaware
corporation (the "Offeror") and a wholly owned subsidiary of Mallinckrodt
Veterinary, Inc., a Delaware corporation ("Mallinckrodt Veterinary"), and an
indirect wholly owned subidiary of Mallinckrodt Group Inc., a New York
corporation ("Mallinckrodt Group"), to purchase all outstanding shares of
common stock, par value $0.01 per share (the "Shares"), of Syntro Corporation,
a Delaware corporation (the "Company"), at a purchase price of $3.55 per Share,
net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated September 29, 1995 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which together
constitute the "Offer"). This Amendment No. 1 constitutes the final amendment
to the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b): Immediately following the expiration of the Offer, the Offeror
accepted for payment (and thereby purchased) 10,325,610 Shares validly tendered
pursuant to the Offer and not properly withdrawn at or prior to the expiration
of the Offer, including 154,522 Shares tendered pursuant to guaranteed delivery
for which timely delivery of all required documents is necessary. The
10,325,610 Shares accepted for payment (and thereby purchased) by the Offeror
represent approximately 90.15% of the Shares outstanding on October 27, 1995
and approximately 81.43% of the Shares on a fully diluted basis, assuming the
exercise of all options.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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<C> <S> <C>
(a)(10) Press Release issued by Mallinckrodt Group on October 30,
1995.
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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: October 30, 1995
Mallinckrodt Group Inc.
/s/ Roger A. Keller
By: _________________________________
Name: Roger A. Keller
Title:Vice President, Secretary
and General Counsel
Mallinckrodt Veterinary, Inc.
/s/ David W. Froessel, Jr.
By: _________________________________
Name: David W. Froessel, Jr.
Title:Vice President Finance and
Administration
Mallinckrodt Veterinary
Acquisitions, Inc.
/s/ David W. Froessel, Jr.
By: _________________________________
Name: David W. Froessel, Jr.
Title:Vice President
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Exhibit 10(a)
FOR IMMEDIATE RELEASE
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Mallinckrodt Group
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Media Contact: Barbara Abbett (314) 854-5230
Investor Contact: Cole Lannum (314) 854-5370
MALLINCKRODT ANNOUNCES CLOSE OF TENDER OFFER FOR SYNTRO
ST. LOUIS, MO, October 30, 1995--Mallinckrodt Group Inc. (NYSE: MKG) announced
today that its subsidiary, Mallinckrodt Veterinary, Inc., has accepted shares
tendered pursuant to a tender offer for all outstanding shares of common stock
of Syntro Corporation (NASDAQ: SYNT).
Mallinckrodt Group was advised over the weekend by First Chicago Trust
Company of New York, the depositary for the offer, that as of the expiration of
the offer at 12:00 midnight (EST), on Friday, October 27, 10,325,610 shares of
Syntro common stock (approximately 90.15 percent of the outstanding shares and
approximately 81.43 percent of the shares on a fully diluted basis) had been
validly tendered and not withdrawn. All conditions to the closing of the
purchase of the shares tendered pursuant to the offer have been satisfied.
"We are extremely pleased that our tender offer for Syntro is successfully
completed," said C. Ray Holman, Mallinckrodt Group chairman, president and chief
executive officer. "We look forward to the integration of Syntro's platform of
advanced technologies for innovative swine and poultry vaccines with
Mallinckrodt Veterinary's technologies and global commercialization capabilities
and resources. This will enable us to continue expanding our global position in
animal vaccines and also will make exciting new applications available."
The tendered shares will be purchased by a Mallinckrodt Veterinary
subsidiary. It is expected that such subsidiary will be merged into Syntro,
with each share of Syntro
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not tendered (other than those held by Syntro or its subsidiaries) being
converted into the right to receive $3.55 in cash.
Syntro Corporation is a Kansas City and San Diego-based biotechnology
company engaged in technology research and in the development, manufacture and
commercialization of innovative vaccines for the animal health market.
Mallinckrodt Group, a St. Louis-based company, provides specialty products
to the chemical, medical and animal health markets worldwide through its three
technology-based businesses -Mallinckrodt Chemical, Mallinckrodt Medical and
Mallinckrodt Veterinary. Mallinckrodt Veterinary, based in the Chicago area, is
one of the world's leading animal health and nutrition companies, with
approximately 1,000 products sold in more than 100 countries. Products include
pharmaceuticals, livestock and pet vaccines, pesticides, surgical supplies and
anesthetics.
