SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as
Permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12
ATRION CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if
Other than Registrant)
Payment of filing fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a(6)(i) and 0-11.
(1) Title of each class of securities to
which transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value
of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is
calculated and how it was determined):
(4) Proposed maximum aggregate value of
transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting
fee was paid previously. Identify the
previous filing by registration statement
number, or the Form or Schedule and the date
of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement
no.:
(3) Filing party:
(4) Date filed:
<PAGE>
[Letterhead of Georgeson & Company, Inc.]
May 1, 1997
Dear Stockholder:
The proxy card previously sent to you for Atrion's
annual meeting of stockholders to be held on May 29,
1997 inadvertently omitted the Board of Directors'
voting recommendations and a statement as to how your
shares would be voted if you did not check the boxes
specifying the manner in which the shares are to be
voted. Accordingly, we are enclosing a corrected proxy
card which includes such information and ask that you
date, sign and return this proxy card whether or not
you already returned the proxy card previously sent to
you.
Thank you for taking the time to date, sign and return
the enclosed proxy card. We apologize for any
inconvenience we may have caused you.
Sincerely Yours,
GEORGESON & COMPANY INC.
(Proxy Tabulator for Atrion Corporation)
<PAGE>
ATRION CORPORATION PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned hereby appoints John H. P. Maley, Roger F.
Stebbing and John P. Stupp, Jr., or any of them,
proxies of the undersigned, with full power of
substitution, to represent and to vote all shares of
common stock of Atrion Corporation which the
undersigned would be entitled to vote at the annual
meeting of stockholders of Atrion Corporation, to be
held at the offices of Halkey-Roberts Corporation,
11600 Ninth Street North, St. Petersburg, Florida, on
Thursday, May 29, 1997 at 10:00 a.m., Eastern Time, and
at any adjournment or postponement thereof, in the
following manner:
1. ELECTION OF DIRECTORS.
[ ] FOR all nominees listed [ ] AUTHORITY
below (except as otherwise WITHHELD to
listed below) vote for all
nominees
Richard O. Jacobson, Jerome J. McGrath and
Hugh J. Morgan, Jr.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
_______________________________________________________
2. PROPOSAL TO APPROVE THE SALE OF THE COMPANY'S
NATURAL GAS PIPELINE AND MARKETING SUBSIDIARIES.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued and to be signed on other side)
<PAGE>
(Continued from other side)
3. PROPOSAL TO APPROVE THE COMPANY'S 1997 STOCK
INCENTIVE PLAN.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR
ANDERSEN LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1,
2, 3 AND 4. IF THIS PROXY IS PROPERLY SIGNED AND
RETURNED, THE SHARES REPRESENTED WILL BE VOTED FOR
ITEMS 1, 2, 3 AND 4 UNLESS YOU OTHERWISE SPECIFY
HEREIN.
Dated___________________1997
_____________________________
Signature
_____________________________
Signature
Please sign this proxy exactly as your name appears
hereon. When signing as executor, administrator,
trustee,corporate officer, etc., please give full
title. In case of joint owners, each joint owner
should sign.
Please Date, Sign and Return TODAY in the Enclosed
Envelope.
No Postage Required if Mailed in the United States.
