<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) November 28, 1995
ANDERSEN GROUP, INC.
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(Exact name of registrant as specified in its charter)
Connecticut 0-1460 06-0659863
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Ney Industrial Park, Bloomfield, Connecticut 06002-3690
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 242-0761
-----------------------------
Not Applicable
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(Former name or former address, if changed since last report.)
<PAGE>
Item 2. Acquisition or Disposition of Assets
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Effective at the close of business on November 28, 1995, Andersen Group,
Inc. (the "Company") sold the assets, subject to certain liabilities, of its
Dental Division, to Phoenix Shannon p.l.c. of Shannon, County Clare, Ireland
("Phoenix Shannon") for a combination of cash, notes and Phoenix Shannon
Ordinary Shares. The Dental Division comprised a part of the Company's
subsidiary, The J.M. Ney Company ("Ney"). Ney received net cash of
approximately $15.4 million, subject to a post-closing purchase price
adjustment based on the increase or decrease in the net asset value of the
Dental Division from February 28, 1995 to November 28, 1995; a two year,
interest bearing note for $1.0 million; and 200,000 Phoenix Shannon Ordinary
Shares (valued at approximately $1.7 million), as well as other consideration.
The Company expects to realize a gain of approximately $4.7 Million from the
transaction, net of taxes and transaction costs.
Pursuant to the Purchase and Sale Agreement, Ney will continue as the
dental alloy supplier to Phoenix Shannon's American subsidiary, Ney Dental
International, Inc.
Item 7. Financial Statements and Exhibits
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(b) Pro Forma Financial Information.
(c) Exhibits.
10.1 Amendment No. 1 to Asset Purchase Agreement by and among Phoenix
Shannon p.l.c., The J.M. Ney Company, Andersen Group, Inc. and Ney
Dental International, Inc., made as of October 30, 1995. The Company
agrees to furnish supplementally upon the Commission's request, a copy
of any Schedule or Exhibit to the Agreement.
10.2 Amendment No. 2 to Asset Purchase Agreement by and among Phoenix
Shannon p.l.c., The J.M. Ney Company, Andersen Group, Inc. and Ney
Metals, Inc. (f/k/a Ney Dental International, Inc.), made as of
October 30, 1995. The Company agrees to furnish supplementally upon
the Commission's request, a copy of any Schedule or Exhibit to the
Agreement.
99.1 Press Release dated November 29, 1995.
PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma consolidated balance sheet as of August
31, 1995 and the unaudited pro forma consolidated statements of operations for
the six months ended August 31, 1995 and for the year ended February 28, 1995
present the
<PAGE>
financial position and the results of operations of the Company after giving
effect to the disposition of the assets, subject to certain liabilities, of the
Company's Dental Division (collectively, the "Dental Division Assets").
The pro forma financial statements have been prepared as if the sale of the
Dental Divison Assets had occurred, in the case of the balance sheet, as of
August 31, 1995 and, in the case of the statements of operations, as of the
beginning of the respective periods presented.
The pro forma financial information is presented for information purposes
only and does not purport to represent the financial position or results of
operations that would have occurred had the disposition taken place at the
beginning of the period, or as of the date specified, or of the financial
position or results of operations of the Company as of or for any future period
or date.
Exhibit Index
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Exhibit Title
- ------- -----
10.1 Amendment No. 1 to Asset Purchase Agreement by and
between Phoenix Shannon p.l.c., The J.M. Ney Company,
Andersen Group, Inc. and Ney Dental International, Inc.,
made as of October 30, 1995.
10.2 Amendment No. 2 to Asset Purchase Agreement by and
between Phoenix Shannon p.l.c., The J.M. Ney Company,
Andersen Group, Inc. and Ney Metals, Inc. (f/k/a Ney
Dental International, Inc.), made as of October 30, 1995.
99.1 Press Release dated November 29, 1995.
<PAGE>
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.
ANDERSEN GROUP, INC.
--------------------
(Registrant)
Date December 13, 1995 /s/ Francis E. Baker
--------------------- -------------------------------------
President and Chief Financial Officer
<PAGE>
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ANDERSEN GROUP, INC.
Pro forma Balance Sheet
August 31, 1995
(in thousands)
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<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
--------------------------
DENTAL DIVISION PROCEEDS &
AGI ASSETS CASH USES PRO FORMA
--------------------------------------------------------
(unaudited)
<S> <C> <C> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents $ 3,242 $ (250) $ 8,440 (3) $11,432
Marketable securities 3,040 1,700 (3) 4,740
Accounts and notes receivable, net 8,716 (4,782) 3,934
Inventories 14,268 (7,659) 6,609
Prepaid expenses and other assets 301 (130) 171
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Total current assets 29,567 (12,821) 10,140 26,886
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Property, plant and equipment 22,185 (5,412) 16,773
Accumulated depreciation (11,628) 3,600 (8,028)
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Property, plant and equipment, net 10,557 (1,812) 8,745
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Prepaid pension expenses 3,589 3,589
Other assets 3,124 (18) 1,725 (3) 4,831
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$ 46,837 $(14,651) $11,865 $44,051
========================================================================================================
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED
STOCK AND COMMON AND OTHER STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,238 $ (1,274) $ 964
Short term debt 6,547 $(6,200) (1) 347
Other current liabilities 5,888 (177) 1,000 (3) 6,711
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Total current liabilities 14,673 (1,451) (5,200) 8,022
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Long term debt, less current maturities 8,673 (275) (2) 8,398
Other liabilities 1,152 1,152
Deferred income taxes 2,281 (600) (3) 1,681
Redeemable convertible preferred stock 10,669 10,669
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Stockholder's equity:
Common stock 2,103 2,103
Additional paid-in capital 1,924 1,924
Retained earnings 5,452 4,740 (3) 10,192
Treasury stock (90) (90)
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Total stockholders' equity 9,389 0 4,740 14,129
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$ 46,837 $ (1,451) $(1,335) $44,051
========================================================================================================
</TABLE>
(1) Repay line of credit
(2) Repay long-term debt
(3) Record consideration received and gain on sale
<PAGE>
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ANDERSEN GROUP, INC.
Pro forma Consolidated Statements of Operations
Six Months Ended August 31, 1995
(in thousands, except per share data)
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<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS [1]
----------------------------------------
(unaudited) HISTORICAL DENTAL DIVISION (a) OTHER (b) PRO FORMA
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<S> <C> <C> <C> <C>
REVENUES:
Net sales $32,287 ($20,123) $12,164
Investment and other income 915 (43) $328 1,200
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33,202 (20,166) 328 13,364
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COSTS AND EXPENSES:
Cost of sales 22,597 (14,476) (23) 8,098
Selling, general and administrative 8,743 (4,788) 327 4,282
Research and development 1,498 (316) 97 1,279
Interest expense 674 0 (235) 439
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33,512 (19,580) 166 14,098
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Income (loss) before income taxes (310) (586) 162 (734)
Income tax (expense) benefit 82 234 (65) 251
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Net income (loss) (228) (352) 97 (483)
Preferred dividend requirement (296) -- -- (296)
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Income (loss) applicable to common shares ($524) ($352) $97 ($779)
=======================================================================================================================
Loss per Common share: ($0.27) ($0.18) $0.05 ($0.40)
=======================================================================================================================
</TABLE>
[1] See explanatory notes accompanying this pro-forma statement.
<PAGE>
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ANDERSEN GROUP, INC.
Pro Forma Consolidated Statements Of Operations
Twelve Months Ended February 28, 1995
(in thousands, except per share data)
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<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS [1]
----------------------------------------
(UNAUDITED)) HISTORICAL DENTAL DIVISION (a) OTHER (b) PRO FORMA
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<S> <C> <C> <C> <C>
REVENUES:
Net sales $63,407 ($37,984) $25,423
Investment and other income 3,443 (193) $656 3,906
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66,850 (38,177) 656 29,329
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COSTS AND EXPENSES:
Cost of sales 44,518 (27,141) (46) 17,331
Selling, general and administrative 17,991 (8,428) 631 10,194
Research and development 3,545 (1,093) 160 2,612
Interest expense 1,447 0 (320) 1,127
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67,501 (36,662) 425 31,264
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Income (loss) from continuing operations before
income taxes and extraordinary item (651) (1,515) 231 (1,935)
Income tax (expense) benefit 284 606 (92) 798
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Income (loss) from continuing operations before
extraordinary item (367) (909) 139 (1,137)
Extraordinary loss from early extinguishment
of debt, net of income taxes (21) (21)
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Net income (loss) (388) (909) 139 (1,158)
Preferred dividend requirement (587) -- -- (587)
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Income (loss) applicable to common shares ($975) ($909) $139 ($1,745)
====================================================================================================================================
Earnings (loss) per common share:
Continuing operations ($0.49) ($0.47) $0.07 ($0.89)
Extraordinary item (0.01) -- -- (0.01)
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Income (loss) applicable to common shares ($0.50) ($0.47) $0.07 ($0.90)
====================================================================================================================================
</TABLE>
[1] See explanatory footnotes accompanying this pro forma statement.
<PAGE>
FOOTNOTES FOR PRO FORMA STATEMENTS
- ----------------------------------
(a) Dental Division - The adjustments in this column represent the elimination
of the Dental Division's operating results for the six and twelve month
periods ending August 31, 1995 and February 28, 1995, respectively. Income
taxes have been applied using a combined statutory Federal and State income
tax rate of 40% to the net effect of the Dental Division being eliminated.
(b) Other - The adjustments in this column consist of the following:
(1) Investment and Other Income have been adjusted to give effect to
rental income earned on space rented by the buyer of the Dental
Division, to recognize interest income on the Buyer's $1.0 million
promissory note and to recognize interest income on approximately
$9.0 million of net cash proceeds received from the Dental
divestiture; all assumed to have occurred at the beginning of the
respective periods.
(2) Cost of Sales has been adjusted to reflect a decrease in depreciation
expense as a result of the Dental Division divestiture.
(3) Selling, General and Administrative, and Research & Development
expenses have been increased to reflect costs that were previously
absorbed by the Dental Division net of identified cost reductions.
(4) Interest Expense has been decreased to give effect to the repayment of
the Company's Line of Credit and certain long-term debt as of the
beginning of the respective periods.
(5) Income Taxes - have been applied using a combined statutory Federal
and State income tax rate of 40% to the net effect of these
adjustments.
<PAGE>
EXECUTION COPY
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AMENDMENT NO. 1 TO
ASSET PURCHASE AGREEMENT
------------------------
THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this "Amendment No. 1")
is made as of October 30, 1995, by and among Phoenix Shannon p.l.c., an Irish
public limited company ("Purchaser"), The J.M. Ney Company, a Delaware
corporation ("Seller"), Andersen Group, Inc., a Connecticut corporation ("AGI")
and Ney Dental International, Inc., a Delaware corporation ("NDI").
W I T N E S S E T H
-------------------
WHEREAS, Purchaser, Seller, AGI and NDI are parties to that certain Asset
Purchase Agreement dated as of August 10, 1995 (the "Purchase Agreement"); and
WHEREAS, Purchaser, Seller, AGI and NDI desire to amend the Purchase
Agreement in accordance with Section 15.2 thereof.
NOW THEREFORE, for good and valuable consideration, received by Purchaser,
Seller, AGI and NDI to each of their full satisfaction, each of Purchaser,
Seller, AGI and NDI hereby covenants and agrees as follows:
1. Definitions. Capitalized terms used in this Amendment No. 1 without
-----------
definition shall have the respective meanings assigned to them in the Purchase
Agreement.
2. Exhibit C. EXHIBIT C to the Purchase Agreement is hereby deleted in its
---------
entirety and EXHIBIT C hereto is substituted therefor.
3. Section 1.1. Section 1.1 of the Purchase Agreement is amended by adding
-----------
the following Sections 1.1(dv) and 1.1(dw):
(dv) "AMENDMENT NO. 1" shall mean that certain Amendment No. 1 to Asset
Purchase Agreement dated as of October 30, 1995, by and among the
Purchaser, the Seller, AGI and NDI.
(dw) "SHARE DEPOSIT" shall have the meaning ascribed to such term in
Section 2.7(a) hereof.
<PAGE>
4. Section 2.7(a). The introductory paragraph of Section 2.7(a) of the
--------------
Purchase Agreement is hereby deleted in its entirety and the following is
substituted therefor:
2.7 $100,000 DEPOSIT; DEPOSIT OF SHARES
INDEMNIFICATION ESCROW AGREEMENT.
--------------------------------
(a) Concurrently with the execution and delivery of this Agreement, the
Purchaser shall deposit into the interest-bearing account established by
AGI (the "Deposit Account") $100,000 in cash (the "Deposit"), by (at the
Purchaser's option) certified or cashier's check or wire transfer of
immediately available funds. Concurrently with the execution and delivery
of Amendment No. 1, the Purchaser and the Seller shall execute and deliver
a registration rights agreement in the form of EXHIBIT A to Amendment No.
1. Within six (6) business days of the execution of Amendment No. 1, the
Purchaser shall deposit with the Seller certificates, registered in the
name of the Seller, representing 75,000 Phoenix Ordinary Shares (the "Share
Deposit"), and the Purchaser shall deliver to the Seller an opinion of the
Purchaser's counsel with respect to the Share Deposit in form and substance
satisfactory to the Seller and the Seller's counsel. Therefore,
5. Section 2.7(a)(i). Section 2.7(a)(i) of the Purchase Agreement is hereby
-----------------
deleted in its entirety and the following is substituted therefor:
(i) In the event that the Closing shall occur, (A) the Deposit, together
with all interest earned thereon in the Deposit Account (collectively, the
"Deposit Payment"), shall be credited to the Seller at the Closing in
partial satisfaction of the portion of the Purchase Price described in
Section 2.6(a)(i) hereof, and (B) either (1) the Share Deposit shall be
credited to the Seller at the Closing in partial satisfaction of the
portion of the Purchase Price described in Section 2.6(a)(ii)(A) hereof or
(2) if the Purchaser elects to make the cash payment described in Section
2.6(a)(ii)(B), the Seller shall Transfer the Share Deposit to the Purchaser
upon the Seller's receipt of such cash payment.
6. Sections 2.7(a)(iii) and 2.7(a)(iv). Sections 2.7(a)(iii) and 2.7(a)(iv)
-----------------------------------
of the Purchase Agreement are hereby deleted in their entirety and the following
is substituted therefor:
(iii) If the Seller shall provide a notice in accordance with Section
2.7(a)(ii) above, the Seller after the expiration of the Contest Period (as
defined below) shall have the right to retain the Deposit Payment and the
Share
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<PAGE>
Deposit if the Purchaser does not contest the Seller's claim as liquidated
damages and the sole remedy of AGI, the Seller, NDI and Neyco for the
failure of the Purchaser to consummate the transactions contemplated
hereby, and none of the Purchaser, its Affiliates or any of their
respective Representatives shall have any further liability whatsoever to
AGI, the Seller, NDI, Neyco or their respective Affiliates, or the
Representatives of any of them; provided, however, that if within 20 days
-------- -------
after the Purchaser's receipt of such Seller's notice (the "Contest
Period") the Purchaser shall contest the Seller's claim that termination of
this Agreement was for a reason other than a Good Reason, the Purchaser and
the Seller shall promptly undertake in good faith to resolve such dispute.
If the Purchaser and the Seller shall resolve such dispute within ten days
after the end of the Contest Period, the Seller shall retain the Deposit
Payment and the Share Deposit or promptly pay the Deposit Payment to the
Purchaser and transfer the Share Deposit to the Purchaser, as the case may
be, in accordance with such resolution. If, however, the Purchaser and the
Seller shall fail to resolve such dispute within such ten-day period, they
shall promptly retain the Arbitrator to determine whether termination was
for a Good Reason (in which case the Deposit Payment and the Share Deposit
shall promptly be paid or transferred, as applicable, to the Purchaser) or
for a reason other than a Good Reason (in which case the Seller shall
retain the Deposit Payment and the Share Deposit). The Seller and AGI, on
the one hand, and the Purchaser, on the other hand, shall each bear and pay
one-half of such Arbitrator's fees and expenses, unless such Arbitrator
shall otherwise allocate responsibility therefor.
(iv) If the Seller shall not provide a notice within the ten-day notice
period referred to in Section 2.7(a)(ii) above, the Deposit Payment shall
be paid, and the Share Deposit shall be transferred, to the Purchaser
promptly thereafter.
7. Section 4.8(ii). The last phrase of the third sentence of Section 4.8 of
---------------
the Purchase Agreement is hereby amended by inserting the words "and not in
accordance with GAAP" between the word "hereto" and "."
8. Section 5.4. Section 5.4 of the Purchase Agreement is hereby deleted in
-----------
its entirety and the following is substituted therefor:
The Purchaser's Shares (including the Share Deposit) to be issued to the
Seller represent authorized but unissued Ordinary Shares of the Purchaser.
Upon the delivery of a certificate representing the Purchaser's Shares to
the
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<PAGE>
Seller at the Closing pursuant to this Agreement, or a certificate
representing the Share Deposit to the Seller upon the execution of
Amendment No. 1, as applicable, the Purchaser's Shares (including the Share
Deposit) shall have been Transferred to the Seller, free and clear of any
Liens of any kind.
9. Section 11.3. Section 11.3(c) of the Purchase Agreement is hereby deleted
------------
in its entirety and the following is substituted therefor:
(c) any act or omission of the Purchaser, any of its Affiliates or any of
the Representatives of any of them after the Closing; and/or
(d) anything else contained in this Agreement to the contrary
notwithstanding, any issuance by the Purchaser or Acquisition Sub of any
securities at any time, including without limitation the placement pursuant
to Regulation S of certain securities of the Purchaser commenced during
July of 1995, and the placement pursuant to Rule 144A of certain securities
of the Purchaser which commenced during October and/or November of 1995;
and/or
(e) any aspect of the relationship between the Purchaser, or any of the
Purchaser's directors, officers, employees or Affiliates, and any of the
Purchaser's or such other Person's potential or actual Representatives,
financial advisors or lenders, including without limitation AP&R and CANCAP
Investments Limited, whether before or after the Closing, including without
limitation with respect to any action or inaction by the Purchaser; and/or
(f) any recasting or modification of the Financial Statements for any
purpose in such a manner that such modified statement(s) is not prepared in
accordance with EXHIBIT B, including without limitation to make any
Financial Statement comply with GAAP, provided that this Section 11.3(f)
--------
shall not apply to any Damages to the extent caused by any failure of any
Financial Statement to comply with the representations set forth in Section
4.8.
10. Section 13.1(c). Section 13.1(c) of the Purchase Agreement is hereby
---------------
deleted in its entirety and the following is substituted therefor:
(c) by any party hereto, upon prior written notice, if the Closing shall
not have occurred on or before November 30, 1995 for any reason other than
the failure or refusal of the party or parties seeking to terminate to
perform any of its or their obligations hereunder;
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<PAGE>
11. No Claims, Etc. To the best of each of the parties' knowledge, as of the
---------------
date of this Amendment No. 1 no party hereto has any claim (including without
limitation any claim for Damages) against any other party hereto with respect to
the Purchase Agreement or this Amendment No. 1 or any of the transactions
contemplated hereby or thereby.
12. Effective Date. Upon the execution and delivery hereof by the parties
--------------
hereto, the modifications described in this Amendment No. 1 shall be effective
as of August 10, 1995 for all purposes, as if the Purchase Agreement contained
such modifications on such date.
13. Extent of Modifications. Except as expressly modified herein, all terms,
-----------------------
conditions, covenants and agreements contained in the Purchase Agreement are
hereby confirmed and ratified and shall continue in full force and effect.
14. Termination. This Amendment No. 1 shall terminate and be of no further
-----------
force and effect if Purchaser does not deliver the Share Deposit or the opinion
of Purchaser's counsel referred to in Section 4 of this Amendment No. 1 within
the six (6) business day period referred to in such Section 4.
15. Miscellaneous. (a) This Amendment No. 1 shall be binding upon and inure
-------------
to the benefit of each of Purchaser, Seller, AGI and NDI and their respective
legal representatives, successors and assigns.
(b) This Amendment No. 1 may not be modified, amended or changed except in
accordance with the procedures set forth in Section 15.2 of the Purchase
Agreement.
(c) This Amendment No. 1 shall be governed by and construed and enforced
in accordance with the laws of the State of Connecticut as provided in Section
15.6 of the Purchase Agreement.
(d) The underlined Section headings in this Amendment No. 1 have been
inserted herein for convenience of reference only and are not a part of this
Amendment No. 1.
(e) This Amendment No. 1 may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which, when taken together,
shall constitute one and the same instrument.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be duly executed as of the day and year first above written.
PHOENIX SHANNON p.l.c.
By: /s/ Ola Johansson
-------------------------
Ola Johansson
President
By: /s/ Brian Boland
-------------------------
Brian Boland
Operations Director, Vice
President and Chief
Financial Officer
ANDERSEN GROUP, INC.
By: /s/ Francis E. Baker
-------------------------
Name: Francis E. Baker
Title: President and Chief
Executive Officer
THE J.M. NEY COMPANY
By: /s/ Francis E. Baker
-------------------------
Name: Francis E. Baker
Title: President
NEY DENTAL INTERNATIONAL, INC.
By: /s/ Bernard F. Travers, III
-------------------------
Name: Bernard F. Travers, III
Title: Secretary
S-1
<PAGE>
AMENDMENT NO. 2 TO
ASSET PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this "Amendment No.
2") is made as of October 30, 1995, by and among Phoenix Shannon p.l.c., an
Irish public limited company (the "Purchaser"), The J.M. Ney Company, a Delaware
corporation (the "Seller"), Andersen Group, Inc., a Connecticut corporation
("AGI"), and Ney Metals, Inc. (f/k/a Ney Dental International, Inc.), a Delaware
corporation ("NDI").
W I T N E S S E T H
-------------------
WHEREAS, the Purchaser, the Seller, AGI and NDI are parties to that
certain Asset Purchase Agreement, dated as of August 10, 1995, as amended by
that certain Amend ment No. 1 to Asset Purchase Agreement, dated as of October
30, 1995 (as amended, the "Purchase Agreement"); and
WHEREAS, Purchaser, Seller, AGI and NDI desire to further amend the
Purchase Agreement in accordance with Section 15.2 thereof.
NOW THEREFORE, for good and valuable consideration, received by the
Purchaser, the Seller, AGI and NDI to each of their full satisfaction, each of
the Purchaser, the Seller, AGI and NDI hereby covenants and agrees as follows:
1. DEFINITIONS. Capitalized terms used in this Amendment No. 2
-----------
without definition shall have the respective meanings assigned to them in the
Purchase Agreement.
2. SECTION 1.1.
-----------
(a) Section 1.1(c) of the Purchase Agreement is hereby deleted
in its entirety and the following is substituted therefor:
(c) "ACQUISITION DOCUMENTS" shall mean, collectively, this
Agreement, the New Bloomfield Lease, the Indemnification Escrow
Agreement, the Manufacturing Agreement, the Transition Services
Agreement, the Cross-License Agreement and all agreements,
instruments, certificates and other documents executed and/or
delivered in connection herewith or therewith.
(b) Section 1.1(bs) is hereby deleted in its entirety and the
following is substituted therefor:
(bs) "LETTER OF CREDIT" shall mean a letter of credit in the
amount of $500,000, expiring on the second anniversary of the Closing
Date, which may be delivered by AGI to the Purchaser to secure AGI's
obligations under Sec-
<PAGE>
tion 11.2(e) hereof, in form and substance, and from a lender,
reasonably satisfactory to the Purchaser and AGI.
(c) Section 1.1(cu) is hereby deleted in its entirety and shall
be denoted as intentionally omitted.
(d) Section 1.1(db) is hereby deleted in its entirety and shall
be denoted as intentionally omitted.
(e) Section 1.1(dw) is hereby deleted in its entirety and shall
be denoted as intentionally omitted.
(f) Section 1.1 of the Purchase Agreement is hereby amended by
adding the following Sections 1.1(dx) - 1.1 (dy):
(dx) "AMENDMENT NO. 2" shall mean that certain Amendment No. 2 to
Asset Purchase Agreement, dated as of October 30, 1995, by and among
the Purchaser, the Seller, AGI and NDI.
(dy) "NEYCO CASH PAYMENT" shall have the meaning ascribed to such
term in Section 2.6(a) hereof.
3. SECTION 2.2(F). Section 2.2(f) of the Purchase Agreement is
--------------
hereby deleted in its entirety and the following is substituted therefor:
(f) all prepaid expenses paid in the ordinary course of the
conduct of the Business other than prepaid insurance (collectively,
the "Prepaid Expenses") and all cash or cash equivalents in hand or
in banks for the account of Neyco;
4. SECTION 2.3(A). Section 2.3(a) of the Purchase Agreement is
--------------
hereby deleted in its entirety and the following is substituted therefor:
(a) any cash or cash equivalents in hand or in banks for the
account of AGI, the Seller or NDI;
5. SECTION 2.6(A). The first sentence of Section 2.6(a) of the
--------------
Purchase Agreement is hereby deleted in its entirety and the following is
substituted therefor:
(a) Subject to adjustment after the Closing pursuant to Section
2.9 hereof, the aggregate purchase price (the "Purchase Price") to be
paid by the Purchaser to the Seller at the Closing for the Transferred
Assets and the non-competition agreement described in Section 10.4
hereof shall equal $17,900,000 plus the value in Dollars, not to
----
exceed $300,000 (the "Neyco Cash Payment"), of all cash or cash
equivalents in hand or in banks for the account of Neyco as
-2-
<PAGE>
certified by the Seller to the Purchaser in writing on or before the
Closing Date.
6. SECTION 2.7(A). The heading for Section 2.7 and the introductory
--------------
paragraph of Section 2.7(a) of the Purchase Agreement are hereby deleted in
their entirety and the following are substituted therefor:
2.7 CASH DEPOSIT; INDEMNIFICATION ESCROW AGREEMENT.
----------------------------------------------
(a) The Purchaser has heretofore deposited into the interest-
bearing account established by AGI (the "Deposit Account") $100,000 in
cash (the "Deposit"). Therefore,
7. SECTION 2.7(A)(I). Section 2.7(a)(i) of the Purchase Agreement
-----------------
is hereby deleted in its entirety and the following is substituted therefor:
(i) In the event that the Closing shall occur, the Deposit,
together with all interest earned thereon in the Deposit Account
(collectively, the "Deposit Payment"), shall be credited to the Seller
at the Closing in partial satisfaction of the portion of the Purchase
Price described in Section 2.6(a) hereof.
8. SECTIONS 2.7(A)(III) AND 2.7(A)(IV). Sections 2.7(a)(iii) and
-----------------------------------
2.7(a)(iv) of the Purchase Agreement are hereby deleted in their entirety and
the following is substituted therefor:
(iii) If the Seller shall provide a notice in accordance with
Section 2.7(a)(ii) above, the Seller after the expiration of the
Contest Period (as defined below) shall have the right to retain the
Deposit Payment if the Purchaser does not contest the Seller's claim
as liquidated damages as the sole remedy of AGI, the Seller, NDI and
Neyco for the failure of the Purchaser to consummate the transactions
contemplated hereby, and none of the Purchaser, its Affiliates or any
of their respective Representatives shall have any further liability
whatsoev er to AGI, the Seller, NDI, Neyco or their respective
Affiliates, or the Representatives of any of them; provided, however,
-------- -------
that if within 20 days after the Purchaser's receipt of such Seller's
notice (the "Contest Period") the Purchaser shall contest the Seller's
claim that termination of this Agreement was for a reason other than a
Good Reason, the Purchaser and the Seller shall promptly undertake in
good faith to resolve such dispute. If the Purchaser and the Seller
shall resolve such dispute within ten days after the end of the
Contest Period, the Seller shall retain the Deposit Payment or
promptly pay the Deposit Payment to the Purchaser, as the case may be,
in accordance with such resolution. If, however, the Purchaser and
the Seller shall fail to resolve such dispute within such ten-day
period, they shall promptly retain the Arbitrator to determine
whether termination was for a Good Reason (in which case the Deposit
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Payment shall promptly be paid to the Purchaser) or for a reason other
than a Good Reason (in which case the Seller shall retain the Deposit
Payment). The Seller and AGI, on the one hand, and the Purchaser, on
the other hand, shall each bear and pay one-half of such Arbitrator's
fees and expenses, unless such Arbitrator shall otherwise allocate
responsibility therefor.
(iv) If the Seller shall not provide a notice within the ten-day
notice period referred to in Section 2.7(a)(ii) above, the Deposit
Payment shall be paid to the Purchaser promptly thereafter.
9. SECTION 2.7(B)(I). Section 2.7(b)(i) of the Purchase Agreement
-----------------
is hereby deleted in its entirety and the following is substituted therefor:
(b) INDEMNIFICATION ESCROW AGREEMENT. At the Closing, AGI, the
--------------------------------
Seller, NDI, the Purchaser, Acquisition Sub and the Escrow Agent shall
execute and deliver the Indemnification Escrow Agreement. Pursuant to
and in accordance with the terms and conditions thereof:
(i) At the Closing, in partial satisfaction of the Purchase
Price, the Purchaser or Acquisition Sub shall deposit into the
interest-bearing account established under the Indemnification Escrow
Agreement (the "Indemnification Escrow Account"), by (at the
Purchaser's or Acquisition Sub's option) certified or cashier's check
or wire transfer of immediately available funds, $1,050,000 in cash
(the "Holdback"), as a holdback against which the Purchaser or Acqui-
sition Sub shall have the right to satisfy, in whole or in part, any
claims by it or any of the other Indemnified Parties for
indemnification pursuant to Section 11.2 hereof.
10. SECTION 2.7(B)(II). Section 2.7(b)(ii) of the Purchase Agreement
------------------
is hereby amended by adding the following immediately at the end of such
Section:
Notwithstanding the foregoing, $500,000 of the Holdback shall be
released to the Seller pursuant to the terms of the Indemnification
Escrow Agreement upon AGI's delivery of the Letter of Credit to the
Purchaser.
11. SECTIONS 2.8(B), 2.8(C) AND 2.8(D). Sections 2.8(b), 2.8(c) and
----------------------------------
2.8(d) of the Purchase Agreement are hereby deleted in their entirety and the
following is substituted therefor:
(b) pay to the Seller, by wire transfer of immediately available
funds to an account identified in writing by the Seller to the
Purchaser prior to the Closing, an amount (the "Closing Cash Payment")
equal to (i) the Purchase Price, minus (ii) the sum of (A) the amount
-----
of the Deposit Payment, (B) the amount of the Holdback, (C) the
original principal amount of the Purchaser's
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Note, and (D) $5,000 (the amount of the attorney's fees incurred by
the Purchaser in connection with its analysis of the Tender Offer);
and
(c) draw and deliver to the Seller the Purchaser's Note.
12. SECTION 2.9(A). Section 2.9(a) of the Purchase Agreement is
--------------
hereby amended by inserting the following immediately preceding the period at
the end of the first sentence thereof:
except that the Closing Date Statement of Net Assets shall include as
an asset of the Business the value, as of the Closing Date, of the
items included in the computation of the Neyco Cash Payment
13. SECTION 2.9(D). Section 2.9(d) of the Purchase Agreement is
--------------
hereby amended by inserting the following immediately following "$11,235,000" in
the first sentence thereof:
plus the amount of the Neyco Cash Payment
14. SECTION 2.9(F). Section 2.9(f) of the Purchase Agreement is
--------------
hereby amended by deleting the parenthetical in clause (i) thereof in its
entirety and inserting the following in lieu thereof:
(including the items used in the computation of the Neyco Cash Payment
but excluding any other cash or cash equivalent, any prepaid insurance
and the Dental R&D Equipment)
15. SECTION 3.3. Section 3.3 of the Purchase Agreement is hereby
-----------
deleted in its entirety and the following is substituted therefor:
Except as otherwise specifically provided, the Seller shall pay all
transfer and stamp taxes (if any) arising out of the transactions
contemplated by this Agreement, including, without limitation, those
arising out of the transfer of the Transferred Assets.
16. SECTION 4.37. Section 4.37 of the Purchase Agreement is hereby
------------
deleted in its entirety and shall be denoted as intentionally omitted.
17. SECTION 5.4. Section 5.4 of the Purchase Agreement is hereby
-----------
deleted in its entirety and shall be denoted as intentionally omitted.
18. SECTION 8.7(N). Section 8.7(n) is hereby deleted in its entirety
--------------
and shall be denoted as intentionally omitted.
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<PAGE>
19. SECTION 9.5(D). Section 9.5(d) of the Purchase Agreement is
--------------
hereby deleted in its entirety and shall be denoted as intentionally omitted.
20. SECTION 10.7. Section 10.7 of the Purchase Agreement is hereby
------------
amended by deleting the words "of the Purchaser's Shares" where it appears in
the introduction to such Section and by inserting the following in lieu
thereof:
Phoenix Ordinary Shares acquired within one month of the Closing Date
21. SECTION 10.8. Section 10.8 of the Purchase Agreement is hereby
------------
deleted in its entirety and shall be denoted as intentionally omitted.
22. SECTION 15.2. The first sentence of Section 15.2 of the Purchase
------------
Agreement is hereby deleted in its entirety and the following is substituted
therefor:
Neither this Agreement, nor any of the terms or provisions hereof, may
be amended, modified, supplemented or waived except by a written
instrument signed by all of the parties hereto (or, in the case of a
waiver, by the party or parties granting such waiver), provided,
--------
however, that prior to or at the Closing any party hereto shall be
-------
entitled to amend any Exhibit or Schedule prepared by such party,
provided, further, however, the entitlement to make such amendments
-------- ------- -------
shall not affect the requirement that the conditions set forth in
Article VIII or Article IX hereof be satisfied prior to the Closing.
23. SECTION 11.4(B). Section 11.4(b) of the Purchase Agreement is
---------------
hereby deleted in its entirety and the following is substituted therefor:
(b) Subject to Section 11.4(c) hereof and the last sentence of
this Section 11.4(b), any Actions for indemnification under this
Article XI shall be paid by the Indemnifying Party on demand in
immediately available funds in U.S. dollars after such Action and the
liability for Damages thereunder shall have been finally determined.
An Action and the liability for Damages thereunder shall be deemed to
be "finally determined" for purposes of this Article XI when the
parties to such Action shall have so determined by mutual agreement
or, if disputed, when a non-appealable order of a court having
competent jurisdiction shall have been entered. Notwithstanding the
foregoing provisions of this Section 11.4(b) to the contrary (but
subject to Section 11.4(c) and (d) hereof), if the Indemnifying Party
shall be AGI, the Seller, NDI or any of their respective successors or
assigns, the Purchaser may elect, at its option, in lieu of receiving
payment under this Article XI in cash, to offset any such payment in
part or in full against any payments due or payable by the Purchaser
under the Purchaser's Note. The Seller may elect to satisfy any
indemnification obligation not satisfied from the balance of the
Indemnification Escrow Account or offset by the Purchaser against any
balance due under the Purchaser's Note by electing to sell all or a
portion of up to 200,000 Phoenix Ordinary Shares,
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<PAGE>
which may be owned by the Seller by delivery of a written election
notice to the Purchaser. Upon delivery of such election notice, the
Seller shall use all reasonable efforts to promptly effect the sale of
such Phoenix Ordinary Shares in an arm's-length transaction on
commercially reasonable terms. The Purchaser shall be entitled to
receive up to $1.8 million of the proceeds of such sale (or a pro rata
portion thereof in the event that less than 200,000 Phoenix Ordinary
Shares are sold), less the amount of the Seller's reasonable out-of-
pocket costs and expenses incurred in connection with such sale.
Notwithstanding the amount of the sale proceeds actually received by
the Purchaser, the Seller shall be deemed to have satisfied $1.8
million of indemnification obligations hereunder upon paying over to
the Purchaser the net proceeds of a sale of all 200,000 Phoenix
Ordinary Shares (or a pro rata portion thereof in the event that less
than 200,000 Phoenix Ordinary Shares are sold). Notwithstanding the
foregoing, all indemnification obligations of AGI, the Seller and
their respective successors and assigns shall be satisfied first from
the balance of the Indemnification Escrow Account, if any, prior to
any exercise of the Purchaser's offset rights or any election by AGI
to sell any Phoenix Ordinary Shares described in this Section 11.4(b).
24. AMENDMENT NO. 1. Section 14 of Amendment No. 1 is hereby deleted
---------------
in its entirety and shall be denoted as intentionally omitted.
25. NO CLAIMS, ETC. To the best of each of the parties' knowledge,
---------------
as of the date of this Amendment No. 2, no party hereto has any claim (including
without limitation any claim for Damages) against any other party hereto with
respect to the Purchase Agreement or this Amendment No. 2 or any of the
transactions contemplated hereby or thereby.
26. EFFECTIVE DATE. Upon the execution and delivery hereof by the
--------------
parties hereto, the modifications described in this Amendment No. 2 shall be
effective as of August 10, 1995 for all purposes, as if the Purchase Agreement
contained such modifications on such date.
27. EXTENT OF MODIFICATIONS. Except as expressly modified herein,
-----------------------
all terms, conditions, covenants and agreements contained in the Purchase
Agreement are hereby confirmed and ratified and shall continue in full force and
effect.
28. MISCELLANEOUS. (a) This Amendment No. 2 shall be binding upon
-------------
and inure to the benefit of each of the Purchaser, the Seller, AGI and NDI and
their respective legal representatives, successors and assigns.
(b) This Amendment No. 2 may not be modified, amended or changed
except in accordance with the procedures set forth in Section 15.2 of the
Purchase Agreement.
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<PAGE>
(c) This Amendment No. 2 shall be governed by and construed and
enforced in accordance with the laws of the State of Connecticut as provided in
Section 15.6 of the Purchase Agreement.
(d) The underlined Section headings in this Amendment No. 2 have
been inserted herein for convenience of reference only and are not a part of
this Amendment No. 2.
(e) This Amendment No. 2 may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which, when
taken together, shall constitute one and the same instrument.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be duly executed as of the day and year first above written.
PRESENT WHEN THE COMMON SEAL OF
PHOENIX SHANNON p.l.c.
WAS AFFIXED HERETO:
By: /s/ Ola Johansson
----------------------------
Ola Johansson
Director
By: /s/ Brian Boland
----------------------------
Brian Boland
Director
ANDERSEN GROUP, INC.
By: /s/ Francis E. Baker
----------------------------
Francis E. Baker
President and Chief
Executive Officer
THE J.M. NEY COMPANY
By: /s/ Francis E. Baker
----------------------------
Francis E. Baker
President
NEY METALS, INC. (f/k/a NEY
DENTAL INTERNATIONAL, INC.)
By: /s/ Bernard F. Travers, III
----------------------------
Bernard F. Travers, III
Secretary
S-1
<PAGE>
FOR IMMEDIATE RELEASE
CONTACT:
Bernard F. Travers, III
Assistant Secretary and
Director of Law and Taxation
(860) 242-0761
ANDERSEN GROUP COMPLETES SALE OF DENTAL DIVISION
Bloomfield, CT, November 29, 1995 -- Andersen Group, Inc. (NASDAQ: ANDR) (the
"Company") announced today that it has completed its previously announced
divestiture of the assets, subject to certain liabilities, of its dental
division to Phoenix Shannon, p.l.c. of Shannon, County Clare, Ireland, effective
at the close of business on November 28, 1995. The Company's subsidiary, The
J.M. Ney Company ("Ney") received approximately $15.1 million in cash; a two-
year, interest bearing note for $1 million; and 200,000 Phoenix Shannon Ordinary
Shares. The consideration is subject to a post-closing adjustment based on the
increase or decrease in the division's net assets for the period February 28,
1995 to November 28, 1995.
As part of the Agreement Ney will supply Phoenix Shannon's American subsidiary,
Ney Dental International, Inc., with precious metal dental alloys manufactured
in accordance with current formulations for a three year period. All division
employees were offered employment by Phoenix Shannon.
Andersen President, Francis E. Baker, stated that the sale of the dental
division will permit Andersen to complete its previously announced tender offer
for its preferred stock, to pay off short term indebtedness, and to make
additional funds available for new investment.
Andersen Group is a diversified holding company. Its subsidiaries manufacture
precious metal alloys, electronic components and connectors, and industrial
ultrasonic cleaners. The Company also has a 19% interest in a video products
company.
