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Page 1 of 19 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
AMDURA CORPORATION
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
023426-70-3
-----------------------------------
(CUSIP Number)
Fredrik Nilert, Investor International (U.S.), Inc.
15 West 54th Street, New York, NY 10019 (212) 957-3232
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 28, 1994
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.
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Schedule 13D
(Amendment No. 10)
CUSIP No. 023426-70-3 Page 2 of 19 pages
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1. NAME OF REPORTING PERSON Investor International (U.S.), Inc.
-----------------------------------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-349-4581
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS NA
--
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
--------
NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
-------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14. TYPE OF REPORTING PERSON CO
--
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Schedule 13D
(Amendment No. 10)
CUSIP No. 023426-70-3 Page 3 of 19 pages
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1. NAME OF REPORTING PERSON Investor International AB
-------------------------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS OO
--
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Sweden
------
NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 4,909,451
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 4,909,451
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,909,451
-----------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
14. TYPE OF REPORTING PERSON CO
--
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Schedule 13D
(Amendment No. 10)
CUSIP No. 023426-70-3 Page 4 of 19 pages
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1. NAME OF REPORTING PERSON Patricia AB
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS NA
--
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Sweden
------
NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 4,909,451
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 4,909,451
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,909,451
----------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
14. TYPE OF REPORTING PERSON CO
--
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Schedule 13D
(Amendment No. 10)
CUSIP No. 023426-70-3 Page 5 of 19 pages
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1. NAME OF REPORTING PERSON Investor AB
-----------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS NA
--
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Sweden
------
NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 4,909,451
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 4,909,451
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,909,451
----------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
14. TYPE OF REPORTING PERSON CO
--
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SCHEDULE 13D, Amendment No. 10
CUSIP NO. 023426-70-3 Page 6 of 19 pages
The Statement on Schedule 13D, as heretofore amended, is
hereby further amended as follows:
Item 1 of the Schedule 13D is restated in its entirety as
follows:
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to shares of Common Stock, par
value $0.01 per share (the "Common Stock"), of AMDURA
Corporation, a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 900
Main Street South, Southbury, CT 06488.
Item 2 of the Schedule 13D is restated in its entirety as
follows:
ITEM 2. IDENTITY AND BACKGROUND.
The names and addresses of the persons filing this
Schedule are as follows:
Investor International (U.S.), Inc. ("IIUS") (formerly
known as Patricia Investments, Inc.), a Delaware
corporation, whose address is 15 West 54th Street, New
York, New York 10019 and which is engaged in the
business of investing in publicly and non-publicly
traded equity and debt instruments;
Investor International AB ("IIAB"), a Swedish
corporation, whose address is S-103 32, Stockholm,
Sweden and which is engaged in the business of equity
trading;
Patricia AB ("Patricia"), a Swedish corporation, whose
address is S-103 32, Stockholm, Sweden and which is
engaged in the business of long-term holding of equity
securities; and
Investor AB ("Investor AB"), a publicly-held Swedish
corporation, whose address is S-103 32, Stockholm,
Sweden and which is engaged in the business of the
long-term holding of equity securities.
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SCHEDULE 13D, Amendment No. 10
CUSIP NO. 023426-70-3 Page 7 of 19 pages
All of the issued and outstanding common stock of IIUS
is owned by IIAB. All of the issued and outstanding common stock
of IIAB is owned by Patricia. All of the issued and outstanding
common stock of Patricia is owned by Investor AB. For purposes
of this statement, IIUS, IIAB, Patricia and Investor AB shall be
referred to collectively as the "Filing Persons".
None of the Filing Persons has, during the last five
years, been (i) convicted in a criminal proceeding or (ii) a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which such Filing Person
was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
Certain information concerning the officers and
directors of each of the Filing Persons is set forth on Annex I
hereto.
Item 3 of the Schedule 13D is amended and supplemented by the
following:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 28, 1994, IIUS transferred to IIAB all
4,909,451 shares of Common Stock of the Company beneficially
owned by IIUS. Concurrently therewith, IIAB transferred funds to
IIUS in the amount of $6,850,000, which represented the carrying
value of the stock on the books of IIUS. Such funds were
internally-generated by IIAB.
Item 4 of the Schedule 13D is amended and supplemented by the
following:
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the transfer of all of the shares of
Common Stock of the Company beneficially owned by IIUS to IIAB
was to effect the transfer of such shares from IIUS to IIAB in
contemplation of a potential future restructuring of the business
and affairs of IIUS.
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SCHEDULE 13D, Amendment No. 10
CUSIP NO. 023426-70-3 Page 8 of 19 pages
Except as described in this Item 4, the Filing Persons
have no present plans or proposals to effect one or more of the
transactions enumerated in paragraphs (a) through (j) of Item 4
of Schedule 13D. However, the Filing Persons reserve the right
in the future to adopt such plans or proposals, subject to
applicable regulatory requirements, if any.
Item 5 of the Schedule 13D is restated in its entirety as
follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on January 27, 1995,
IIAB owned beneficially 4,909,451 shares of Common Stock of the
Company, representing approximately 19.9% of the outstanding
Common Stock of the Company.
Under Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Act"), and the rules and regulations
thereunder, as a result of the stock ownership relationships
described in Item 2 of this Schedule, Patricia and Investor AB
may be deemed to beneficially own the 4,909,451 shares of Common
Stock of the Company beneficially owned by IIAB over which they
share, or may be deemed to share, the power to dispose of and
vote such shares. However, the filing of this Schedule 13D shall
not be construed as an admission that for the purposes of Section
13(d) of the Act, or otherwise, the Filing Persons are a "person"
as defined by Section 13(d)(3) of the Act.
(b) IIAB, and by reason of the stock ownership
relationships described in Item 2 of this Schedule 13D, Patricia
and Investor AB may be deemed to have shared power to vote or to
direct the vote, and to dispose or direct the disposition of the
4,909,451 shares of Common Stock of the Company beneficially
owned by them.
(c) Except as disclosed in Item 3 above, none of the
Filing Persons or to their knowledge, any of the persons listed
in Annex I, has effected any transaction in the Common Stock of
the Company during the sixty days prior to the date of this
Schedule 13D, Amendment No. 10.
(e) On December 28, 1994, by virtue of the transaction
described in Item 3 above, IIUS ceased to be the beneficial owner
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SCHEDULE 13D, Amendment No. 10
CUSIP NO. 023426-70-3 Page 9 of 19 pages
of more than five percent of the shares of Common Stock of the
Company.
Item 6 of the Schedule 13D is amended and supplemented by the
following:
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
In connection with the transaction described above in
Item 3, IIUS and IIAB entered into an Assignment and Assumption
Agreement dated January 17, 1995, pursuant to which IIUS assigned
its rights under certain Registration Rights Agreements dated as
of November 30, 1991 and December 23, 1992 between the Company
and IIUS, and IIAB assumed IIUS's obligations under and agreed to
be bound by such Agreements.
Item 7 of the Schedule 13D is amended by adding thereto the
following:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 22. (a) Power of Attorney of IIAB*
Exhibit 22. (b) Power of Attorney of Patricia*
Exhibit 22. (c) Power of Attorney of Investor AB*
Exhibit 23. Assignment and Assumption Agreement
dated January 17, 1995 between IIUS
and IIAB
____________________________________
* Incorporated by reference to the comparable Exhibit to the
Schedule 13D concerning ownership of shares of Common Stock, par
value of $0.40 per share, of Acceptance Insurance Companies, Inc.
filed by IIUS, IIAB, Patricia and Investor AB on November 29,
1994.
Annex I to the Schedule 13D is restated in its entirety as set
forth in Annex I hereto.
<PAGE>
<PAGE>
SCHEDULE 13D, Amendment No. 10
CUSIP NO. 023426-70-3 Page 10 of 19 pages
SIGNATURE
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.
January 27, 1995 Investor International (U.S.), Inc.
By: /s/ Fredrik Nilert
-------------------------------
Fredrik Nilert
Vice President and Chief
Operating Officer
Investor International AB
Patricia AB
Investor AB
as to each
By: /s/ Fredrik Nilert
-------------------------------
Fredrik Nilert
Attorney-in-Fact
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<PAGE>
SCHEDULE 13D, Amendment No. 10
CUSIP NO. 023426-70-3 Page 11 of 19 pages
ANNEX I
The following is a list of the executive officers and
directors of IIUS:
Present Principal Occupation
Name and Position and Business Address
Peder Bonde Chairman of IIAB
(Vice Chairman) One Farragut Square South
Suite 602
Washington, D.C. 20006
Claes Dahlback President of Investor AB
(Director and S-103 32 Stockholm
Chairman) Sweden
Elbridge T. Gerry, Jr. Partner of Brown Brothers
(Director and Harriman Co.
Secretary) 59 Wall Street
New York, New York 10005
Anders Rydin Chief Financial Officer of
(Director, President Investor AB
and Chief Executive S-103 32 Stockholm
Officer) Sweden
Fredrik Nilert Vice President and Chief Operating
(Vice President and Chief Officer of IIUS
Operating Officer) 15 West 54th Street
New York, New York 10019
Messrs. Bonde, Dahlback and Rydin are citizens of Sweden.
Messrs. Gerry and Nilert are citizens of the United States.
A-1
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SCHEDULE 13D, Amendment No. 10
CUSIP NO. 023426-70-3 Page 12 of 19 pages
The following is a list of the executive officers and
directors of IIAB:
Present Principal Occupation
Name and Position and Business Address
Peder Bonde Chairman of IIAB
(Director and One Farragut Square South
Chairman) Suite 602
Washington, D.C. 20016
Claes Dahlback President of Investor AB
(Director) S-103 32 Stockholm
Sweden
Anders Rydin Chief Financial Officer of
(Director and President) Investor AB
S-103 32 Stockholm
Sweden
Marcus Wallenberg Executive Vice President of
(Director) Investor AB
S-103 32 Stockholm
Sweden
All of the above named individuals are citizens of Sweden.
A-2
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<PAGE>
SCHEDULE 13D, Amendment No. 10
CUSIP NO. 023426-70-3 Page 13 of 19 pages
The following is a list of the executive officers and
directors of Patricia:
Present Principal Occupation
Name and Position and Business Address
Claes Dahlback President of Investor AB
(Director and Chairman) S-103 32 Stockholm
Sweden
Anders Rydin Chief Financial Officer of
(Director and President) Investor AB
S-103 32 Stockholm
Sweden
Marcus Wallenberg Executive Vice President of
(Director) Investor AB
S-103 32 Stockholm
Sweden
All of the above named individuals are citizens of Sweden.
A-3
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<PAGE>
SCHEDULE 13D, Amendment No. 10
CUSIP NO. 023426-70-3 Page 14 of 19 pages
The following is a list of the executive officers and
directors of Investor AB:
Present Principal Occupation
Name and Position and Business Address
Percy Barnevik President and Chief Executive
(Director) Officer of ABB Asea Brown Boveri
Ltd. (electric power generation and
transmission equipment)
Affoltern Strasse 44
CH-8050
Zurich, Switzerland
Erik Belfrage Senior Vice President of
(Director) Skandinaviska Enskilda Banken
Box 16067
S-103 22 Stockholm
Sweden
Bo Berggren Chairman, Stora Kopparbergs
(Director) Bergslags AB (forest products and
paper company)
S-791 80 Falun
Sweden
Jan Carlzon Jan Carlzon Management AB
(Director) Box 7395
S-103 91 Stockholm
Sweden
Claes Dahlback President of Investor AB
(Director S-103 32 Stockholm
and President) Sweden
Hakan Mogren President and Chief Executive
(Director) Officer of AB Astra
(pharmaceutical company)
S-152 85 Sodertalje
Sweden
A-4
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<PAGE>
SCHEDULE 13D, Amendment No. 10
CUSIP NO. 023426-70-3 Page 15 of 19 pages
Present Principal Occupation
Name and Position and Business Address
Mauritz Sahlin President and Chief Executive
(Director) Officer of Aktiebolaget SKF
(manufacturer of bearings)
S-415 50 Goteborg
Sweden
Anders Scharp Chairman and Chief Executive
(Director) Officer of AB Electrolux (appliance
manufacturer)
Lilla Essingen
S-105 45 Stockholm
Sweden
Tom Wachtmeister Vice Chairman of Atlas Copco AB
(Director) (manufacturer of compressors and
mining equipment)
S-103 32 Stockholm
Sweden
Marcus Wallenberg Executive Vice President of
(Director and Executive Investor AB
Vice President) S-103 32 Stockholm
Sweden
Peter Wallenberg Chairman of Investor AB
(Director and S-103 32 Stockholm
Chairman) Sweden
All of the above named individuals are citizens of Sweden.
A-5
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SCHEDULE 13D, Amendment No. 10
CUSIP NO. 023426-70-3 Page 16 of 19 pages
None of the foregoing officers and directors of any of the
Filing Persons has, during the last five years, been (i)
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a
result of which such individual was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
A-6
<PAGE>
SCHEDULE 13D, Amendment No. 10
CUSIP NO. 023426-70-3 Page 17 of 19 pages
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT made the 17th
day of January, 1995, by and between Investor International
(U.S.), Inc. ("Assignor") (formerly known as Patricia
Investments, Inc.), a Delaware corporation, and Investor
International AB ("Assignee"), a Swedish corporation.
WITNESSETH:
WHEREAS, all of the issued and outstanding common stock
of Assignor is owned by Assignee; and
WHEREAS, on December 28, 1994, Assignor transferred to
Assignee all 4,909,451 shares of Common Stock, par value $0.01
per share (the "Common Stock"), of AMDURA Corporation (the
"Company"), a Delaware corporation, beneficially owned by
Assignor; and
WHEREAS, the Company and Assignor have entered into (i)
a Registration Rights Agreement dated as of November 30, 1991,
providing for registration rights in respect of the shares of
Common Stock issued by the Company to Assignor pursuant to the
Company's Plan of Reorganization under Chapter 11 of the United
States Bankruptcy Code confirmed by the United States Bankruptcy
Court for the District of Colorado, as modified and amended, and
(ii) a Registration Rights Agreement dated as of December 23,
1992, providing for registration rights in respect of the shares
of Common Stock issued by the Company to Assignor upon conversion
of Preferred Stock of the Company issued by the Company to
Assignor in connection with the consummation of the Restructuring
of the Company's and certain of its subsidiaries' obligations
under the Existing Loan Documents (as such terms are defined in
such agreement) (together, the "Registration Rights Agreements");
WHEREAS, Subsection 12(f)(iii) of each Registration
Rights Agreement provides that the Registration Rights Agreement
"shall be binding upon and inure to the benefit of the successors
and assigns of the Company and each Holder (other than a
transferee of Shares in a Public Sale in such capacity) when such
successor or assign has delivered to the Company an executed
counterpart hereof or its written agreement to be bound by this
Agreement"; and
WHEREAS, Assignor and Assignee wish to enter into this
Assignment and Assumption Agreement for the purpose of
accomplishing the assignment of such Registration Rights
Exhibit 23
E-1<PAGE>
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SCHEDULE 13D, Amendment No. 10
CUSIP NO. 023426-70-3 Page 18 of 19 pages
Agreements from Assignor to Assignee and the assumption of such
Registration Rights Agreements by Assignee.
NOW, THEREFORE, FOR VALUE, the receipt and adequacy of
which is hereby acknowledged, and intending to be legally bound
hereby, Assignor and Assignee agree as follows:
1. Assignor does hereby assign, transfer and deliver
unto Assignee all of Assignor's rights, title, interest, claims
and demands in, to and under, or derived from, the Registration
Rights Agreements, to have and to hold unto Assignee, its
successors and assigns forever.
2. Assignee hereby assumes Assignor's obligations
under the Registration Rights Agreements and agrees to be bound
by such Registration Rights Agreements.
3. Assignor and Assignee shall execute and deliver, or
cause to be executed and delivered, from time to time hereafter,
upon request, all such further documents and instruments and
shall do and perform all such acts as may be reasonably necessary
to give full effect to the intent of this Assignment and
Assumption Agreement.
4. Unless the context otherwise requires, all
capitalized words and phrases used but not defined herein and
defined in the Registration Rights Agreements shall have the
meaning attributed thereto in the Registration Rights Agreements.
IN WITNESS WHEREOF, the parties hereto have executed
this Assignment and Assumption Agreement as of the day and year
first set forth above.
ASSIGNOR
Investor International (U.S.), Inc.
By: /s/ Fredrik Nilert
------------------------------
Name: Fredrik Nilert
----------------------------
Title: Chief Operating Officer
---------------------------
Exhibit 23
E-2<PAGE>
<PAGE>
SCHEDULE 13D, Amendment No. 10
CUSIP NO. 023426-70-3 Page 19 of 19 pages
ASSIGNEE
Investor International AB
By: /s/ Anders Rydin
------------------------------
Name: Anders Rydin
----------------------------
Title: President
--------------------------
Exhibit 23
E-3
