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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 24, 1995
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AMDURA CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-5027 41-0121800
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
900 Main Street South, Suite 2A, Building B, Southbury, Connecticut 06488-0870
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code (203) 262-0570
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant
On April 24, 1995, FKI plc, a company organized under the laws of
England ("Parent"), through its indirect wholly owned subsidiary, ADU
Acquisition Inc., a Delaware corporation ("Purchaser"), completed its tender
offer (the "Offer") for all the outstanding shares of common stock, par value
$.01 per share (the "Common Stock"), of Amdura Corporation, a Delaware
corporation (the "Company"). The Offer was made pursuant to the Agreement and
Plan of Merger, dated as of March 15, 1995 (the "Merger Agreement"), among
Parent, Purchaser and the Company. 24,064,752 shares of Common Stock
(approximately 95.4% of the outstanding shares of Common Stock) were purchased
by Purchaser pursuant to the Offer.
Subsequently, on April 24, 1995, pursuant to the Merger Agreement,
Purchaser merged itself into the Company in accordance with Delaware law. As a
result of the merger, each outstanding share of Common Stock (other than shares
owned by Purchaser or held by stockholders who have perfected appraisal rights
for such shares in accordance with Delaware law) has been converted
automatically into the right to receive $2.30 in cash, without interest.
Also, pursuant to the Merger Agreement, on April 24, 1995, three
designees of Parent, Robert F. Beeston, Eric J. Bowers and Robert Sook, were
elected to the Board of Directors (the "Board") of the Company and all other
members of the Board resigned. As a result, the Board is comprised solely of
designees of Parent.
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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.
AMDURA CORPORATION
By: ROBERT M. MILLER
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Robert M. Miller
Vice President and Secretary
Date: April 27, 1995
