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Securities and Exchange Commission
Washington, D.C. 20549
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Amendment No. 1
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 4, 1995
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Page 2 of 3
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Form of Offer to Purchase dated March 22, 1995 (changed page only).
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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 4, 1995
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EXHIBIT INDEX
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PAGE IN
SEQUENTIAL
EXHIBIT NUMBERING
NO. SYSTEM
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<S> <C>
(a)(1) Form of Offer to Purchase dated March 22, 1995 (changed page only)......................
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to the Offer and, if, at the time notice of any such increase in the
consideration being offered is first published, sent or given to holders of such
Shares, the Offer is scheduled to expire at any time earlier than the period
ending on the tenth business day from and including the date that such notice is
first so published, sent or given, the Offer will be extended at least until the
expiration of such ten-business-day period. For purposes of the Offer, a
"business day" means any day other than a Saturday, Sunday or federal holiday
and consists of the time period from 12:01 a.m. through 12:00 midnight, New York
City time.
The Company has provided Purchaser with the Company's stockholder list and
security position listings for the purpose of disseminating the Offer to
holders of Shares. This Offer to Purchase and the related Letter of
Transmittal will be mailed to record holders of Shares whose names appear on
the Company's stockholder list and will be furnished, for subsequent
transmittal to beneficial owners of Shares, to brokers, dealers, commercial
banks, trust companies and similar persons whose names, or the names of whose
nominees, appear on the stockholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing.
2. Acceptance for Payment and Payment for Shares.
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such
extension or amendment), Purchaser will accept for payment, and will pay for,
all Shares validly tendered prior to the Expiration Date and not withdrawn
promptly after the later to occur of (i) the Expiration Date, (ii) the
expiration or termination of any applicable waiting periods under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"),
and (iii) the receipt of any other regulatory approval specified in Section
15, including any action (or the expiration of any notice period) required
under the Exon-Florio Act (as hereinafter defined). Subject to applicable
rules of the Commission, Purchaser expressly reserves the right to delay
acceptance for payment of, or payment for, Shares, pending receipt of any
regulatory approvals specified in Section 15 or in order to comply in whole
or in part with any other applicable law.
In all cases, payment for Shares tendered and accepted for payment
pursuant to the Offer will be made only after timely receipt by the
Depositary of (i) the certificates evidencing such Shares (the "Share
Certificates") or timely confirmation (a "Book-Entry Confirmation") of a
book-entry transfer of such Shares into the Depositary's account at The
Depository Trust Company, the Midwest Securities Trust Company or the
Philadelphia Depository Trust Company (each, a "Book-Entry Transfer Facility"
and, collectively, the "Book-Entry Transfer Facilities") pursuant to the
procedures set forth in Section 3, (ii) the Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, or an Agent's Message (as defined below) in connection
with a book-entry transfer and (iii) any other documents required under the
Letter of Transmittal.
The term "Agent's Message" means a message, transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility
has received an express acknowledgment from the participant in such
Book-Entry Transfer Facility tendering the Shares, that such participant has
received and agrees to be bound by the terms of the Letter of Transmittal and
that the Purchaser may enforce such agreement against such participant.
On the date of this Offer to Purchase, Parent anticipates filing with the
Federal Trade Commission (the "FTC") and the Antitrust Division of the
Department of Justice (the "Antitrust Division") a Premerger Notification and
Report Form under the HSR Act in connection with the purchase of Shares
pursuant to the Offer. Accordingly, it is anticipated that the waiting period
under the HSR Act applicable to the Offer will expire at 11:59 p.m., New York
City time, on Wednesday, April 5, 1995. Prior to the expiration or
termination of such waiting period, the FTC or the Antitrust Division may
extend such waiting period by requesting additional information or
documentary material from Parent. If such a request is made with respect to
the purchase of Shares in the Offer, the waiting period will expire at 11:59
p.m., New York City time, on the tenth calendar day after substantial
compliance by Parent with such a request. Thereafter, the waiting period may
only be extended by court order. The waiting period under the HSR Act may be
terminated prior to its expiration by the FTC and the Antitrust Division.
Parent will request early termination of the waiting period, although there
can be no assurance that this request will be granted. Pursuant to the Merger
Agreement, Purchaser may, but need not, extend the Offer until the applicable
waiting period under the HSR Act shall have expired or been terminated. See
Section 15 for additional information regarding the HSR Act.
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