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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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Amdura Corporation
(Name of Subject Company)
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ADU Acquisition Inc.
and
FKI plc
(Bidder)
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Common Stock, $.01 Par Value
(Title of Class of Securities)
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23426-70-3
(CUSIP Number of Class of Securities)
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April 20, 1995
Page 1 of 3
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Page 2 of 3
This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1
(as amended prior to the date hereof, the "Schedule 14D-1") relates to the
offer by ADU Acquisition Inc., a Delaware corporation ("Purchaser") and an
indirect wholly owned subsidiary of FKI plc, a company organized under the
laws of England ("Parent"), to purchase all outstanding shares of Common
Stock, par value $.01 per share (the "Shares") , of Amdura Corporation, a
Delaware corporation (the "Company"), at a price of $2.30 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
Purchaser's Offer to Purchase dated March 15, 1995 (the "Offer to Purchase")
and in the related Letter of Transmittal, copies of which were attached to
the Schedule 14D-1 as Exhibits (a)(1) and (a)(2) thereto, respectively.
The Schedule 14D-1 was initially filed with the Securities and Exchange
Commission on March 15, 1995.
Capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Offer to Purchase and the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented by adding to the end thereof
the following:
At 12:00 midnight, New York City time, on Wednesday, April 19, 1995, the
Offer expired. Based on a preliminary count, 24,064,752 Shares were tendered
pursuant to the Offer, of which 422,206 were tendered pursuant to notices of
guaranteed delivery. On April 20, 1995, Parent announced that it was expected
that Purchaser would accept and pay for the tendered shares on April 24,
following the expiration of the Exon-Florio Act notice period on April 21.
Parent also announced that it planned to consummate the merger of Purchaser
into the Company immediately thereafter.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following
Exhibit:
(a)(9) Press Release issued by Parent on April 20, 1995 relating to the
expiration of the Offer.
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Page 3 of 3
SIGNATURES
After reasonable 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.
FKI plc
By: /s/ Steven D. Jones
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Name: Steven D. Jones
Title: Director of Corporate
Planning
ADU ACQUISITION INC.
By: /s/ Robert M. Miller
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Name: Robert M. Miller
Title: Vice President
April 20, 1995
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EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE IN
SEQUENTIAL
EXHIBIT NUMBERING
NO. SYSTEM
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<S> <C>
(a)(9) Press Release issued by Parent on April 20, 1995 relating to the expiration
of the Offer ....................................................................
</TABLE>
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FKI plc
WestHouse Telephone:0422330267
King Cross Road, Halifax Fax:0422330084
West Yorkshire HX1 1EB England Telex:517536
FKI PLC COMPLETES TENDER OFFER FOR AMDURA CORPORATION
COMMON STOCK, PLANS IMMEDIATE MERGER
Halifax, England, April 20, 1995--FKI plc ("FKI") announced today that, based
upon a preliminary count, 24,064,752 shares or approximately 95.4% of the
outstanding common stock of Amdura Corporation (NYSE: ADU) ("Amdura") has
been tendered to FKI's U.S. subsidiary, ADU Acquisition Inc. ("Purchaser"),
as of the time Purchaser's tender offer expired late yesterday. FKI said
that the notice period under the Exon-Florio Act would expire at midnight on
April 21 and the Purchaser expected to accept and pay for the tendered shares
on April 24. FKI stated that since more than 90% of the outstanding Amdura
common stock had been tendered, it planned to consummate the previously agreed
merger of Purchaser into Amdura immediately after accepting the tendered
shares. Holders of Amdura common stock who did not tender their shares would
receive $2.30 cash per share as a result of the merger, the same amount paid
for tendered shares, FKI said.
ENDS
For further information:
Chris Lynch 011 44171 253 2252
Ludgate Communications, London
Erin Burke (212) 688-5144
Ludgate Communications, New York
FKI plc Registered Office: WestHouse, King Cross Road, Halifax, West Yorkshire,
HX1 1EB Registered No. 164916
