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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
----------------------
ATRION CORPORATION
(Name of Issuer)
ATRION CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, $.10 PAR VALUE
(Title of Class of Securities)
049904105
(Cusip Number of Class of Securities)
EMILE A. BATTAT
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
ATRION CORPORATION
ONE ALLENTOWN PARKWAY
ALLEN, TEXAS 75002-4211
(972) 390-9800
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on behalf of the Person(s) Filing Statement)
Copies To:
B. G. MINISMAN, JR., ESQ.
BERKOWITZ, LEFKOVITS, ISOM & KUSHNER
1600 SOUTHTRUST TOWER
BIRMINGHAM, ALABAMA 35203
(205) 328-0480
November 16, 1998
(Date Tender Offer First Published, Sent or
Given to Security Holders)
CALCULATION OF FILING FEE*
Transaction Valuation: $4,500,000 Amount of Filing Fee: $900
* Calculated solely for the purpose of determining the filing fee, based upon
the purchase of 500,000 shares of Common Stock at the maximum tender offer
price per share of $9.00.
|_| Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
Amount Previously Paid: [ N/A ] Filing Party: [ N/A ]
Form or Registration No.: [ N/A ] Date Filed: [ N/A ]
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ITEM 1. SECURITY AND ISSUER.
(a) The issuer of the securities to which this Schedule 13E-4 relates
is Atrion Corporation, a Delaware corporation (the "Company"), and the address
of its principal executive office is One Allentown Parkway, Allen, Texas 75002.
(b) This Schedule 13E-4 relates to the offer by the Company to
purchase up to 500,000 shares (or such lesser number of shares as are validly
tendered and not withdrawn) of its Common Stock, par value $.10 per share (such
shares, together with the associated common stock purchase rights issued
pursuant to the Rights Agreement, dated as of February 1, 1990, as amended,
between the Company and American Stock Transfer & Trust Company as Rights
Agent, are hereinafter referred to as the "Shares"), at prices not greater than
$9.00 nor less than $7.00 net per Share in cash upon the terms and subject to
the conditions set forth in the Offer to Purchase dated November 16, 1998 (the
"Offer to Purchase"), and in the related Letter of Transmittal which, as they
may be amended from time to time, together constitute the "Offer," copies of
which are attached as Exhibit (a)(1) and (a)(2), respectively, to this Schedule
13E-4. As of November 11, 1998, the Company had issued and outstanding
3,201,645 Shares. The information set forth in "Introduction," "Section 1.
Number of Shares; Proration" and "Section 10. Interests of Directors and
Executive Officers; Transactions and Arrangements Concerning Shares" of the
Offer to Purchase is incorporated herein by reference.
(c) The information set forth in "Introduction" and the "Section 7.
Price Range of Shares; Dividends" of the Offer to Purchase is incorporated
herein by reference.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in "Section 8. Source and Amount of
Funds" of the Offer to Purchase is incorporated herein by reference.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE
ISSUER OR AFFILIATE.
(a)-(j) The information set forth in "Introduction," "Section 2.
Purpose of the Offer; Certain Effects of the Offer," "Section 8. Source and
Amount of Funds," "Section 10. Interests of Directors and Officers;
Transactions and Arrangements Concerning Shares" and "Section 11. Effects of
the Offer on the Market for Shares; Registration under the Exchange Act" of the
Offer to Purchase is incorporated herein by reference.
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ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in "Section 10. Interests of Directors and
Officers; Transactions and Arrangements Concerning Shares" of the Offer to
Purchase is incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE ISSUER'S SECURITIES.
The information set forth in "Introduction," "Section 2. Purpose of
the Offer; Certain Effects of the Offer," "Section 8. Source and Amount of
Funds" and "Section 10. Interests of Directors and Officers; Transactions and
Arrangements Concerning Shares" of the Offer to Purchase is incorporated herein
by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in "Introduction" and "Section 15. Fees and
Expenses" of the Offer to Purchase is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a)-(b) The information set forth in "Section 9. Certain Information
Concerning the Company" of the Offer to Purchase is incorporated herein by
reference and the information set forth on (i) pages 20 through 37 of the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1997, filed as Exhibit (g)(1) hereto, and (ii) pages 3 through 8 of the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 1998, filed as Exhibit (g)(2), in each case, is incorporated herein by
reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) The information set forth in "Section 12. Certain Legal Matters;
Regulatory Approvals" of the Offer to Purchase is incorporated herein by
reference.
(c) The information set forth in "Section 11. Effects of the Offer on
the Market for Shares; Registration under the Exchange Act" of the Offer to
Purchase is incorporated herein by reference.
(d) Not Applicable.
(e) The information set forth in the Offer to Purchase and Letter of
Transmittal, copies of which are attached hereto as Exhibit (a)(1) and (a)(2),
respectively, is incorporated herein by reference.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) (1) Form of Offer to Purchase dated November 16, 1998.
(2) Form of Letter of Transmittal (including Certification of Taxpayer
Identification Number on Substitute Form W-9).
(3) Form of Notice of Guaranteed Delivery.
(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(6) Form of Press Release issued by the Company dated November 13, 1998.
(7) Form of Summary Advertisement dated November 16, 1998.
(8) Form of Letter to Stockholders of the Company dated November 16, 1998,
from Emile A. Battat, Chairman, President and Chief Executive Officer.
(9) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) (1) Audited Consolidated Financial Statements of the Company as of and for
the fiscal years ended December 31, 1996 and December 31, 1997
(incorporated by reference to pages 20 through 37 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1997).
(2) Unaudited Consolidated Financial Statements of the Company as of and
for the nine-month periods ended September 30, 1997 and September 30,
1998 (incorporated by reference to pages 3 through 8 of the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September
30, 1998).
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13E-4 is true, complete
and correct.
ATRION CORPORATION
By: /s/ EMILE A. BATTAT
---------------------------------------------------
Name: Emile A. Battat
Title: Chairman, President and Chief Executive Officer
Dated: November 16, 1998
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
(a) (1) Form of Offer to Purchase dated November 16, 1998.
(2) Form of Letter of Transmittal (including Certification of Taxpayer
Identification Number on Substitute Form W-9).
(3) Form of Notice of Guaranteed Delivery.
(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(6) Form of Press Release issued by the Company dated November 13, 1998.
(7) Form of Summary Advertisement dated November 16, 1998.
(8) Form of Letter to Stockholders of the Company dated November 16, 1998,
from Emile A. Battat, Chairman, President and Chief Executive Officer.
(9) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) (1) Audited Consolidated Financial Statements of the Company as of and
for the fiscal years ended December 31, 1996 and December 31, 1997
(incorporated by reference to pages 20 through 37 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1997).
(2) Unaudited Consolidated Financial Statements of the Company as of and
for the nine-month periods ended September 30, 1997 and September 30,
1998 (incorporated by reference to pages 3 through 8 of the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September
30, 1998).
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EXHIBIT (a)(1)
ATRION CORPORATION
OFFER TO PURCHASE FOR CASH UP TO
500,000 SHARES OF ITS COMMON STOCK, PAR VALUE $.10 PER SHARE,
AT A PURCHASE PRICE NOT GREATER THAN $9.00
NOR LESS THAN $7.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, DECEMBER 15, 1998,
UNLESS THE OFFER IS EXTENDED.
--------------------
Atrion Corporation, a Delaware corporation (the "Company"), hereby invites
its stockholders to tender up to 500,000 shares of its Common Stock, par value
$.10 per share (such shares, together with associated common stock purchase
rights issued pursuant to the Rights Agreement, dated as of February 1, 1990,
between the Company and American Stock Transfer & Trust Company as Rights
Agent, as amended, are hereinafter referred to as the "Shares"), to the Company
at prices not greater than $9.00 nor less than $7.00 per Share in cash, as
specified by tendering shareholders, upon the terms and subject to the
conditions set forth herein and in the related Letter of Transmittal (which
together constitute the "Offer").
The Company will, upon the terms and subject to the conditions of the
Offer, determine the lowest single per Share price (not greater than $9.00 nor
less than $7.00 per Share), net to the seller in cash (the "Purchase Price"),
that will allow it to purchase 500,000 Shares (or such lesser number of Shares
as are validly tendered and not withdrawn) pursuant to the Offer. The Company
will pay the Purchase Price for all Shares validly tendered at prices at or
below the Purchase Price and not withdrawn, upon the terms and subject to the
conditions of the Offer, the procedure pursuant to which Shares will be
accepted for payment and the proration provisions. Certificates representing
Shares tendered at prices in excess of the Purchase Price and not withdrawn and
Shares not purchased because of proration will be returned at the Company's
expense. The Company reserves the right, in its sole discretion, to purchase
more than 500,000 Shares pursuant to the Offer. See Section 14.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6.
The Shares are listed and traded on The Nasdaq Stock Market ("Nasdaq")
under the symbol "ATRI." On November 12, 1998, the last full Nasdaq trading day
during which the Shares traded prior to the commencement of the Offer, the
closing per Share sales price as reported by Nasdaq was $6.875 per Share.
STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. SEE
SECTION 7.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER, NEITHER
THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO STOCKHOLDERS
AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EACH
STOCKHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW
MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE
OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. SEE SECTION 10.
The Date of this Offer to Purchase is November 16, 1998
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IMPORTANT
Any stockholder wishing to tender all or any part of his or her Shares
should either (a) complete and sign a Letter of Transmittal (or a facsimile
thereof) in accordance with the instructions in the Letter of Transmittal and
either mail or deliver it with any required signature guarantee or an Agent's
Message (as defined below) and any other required documents to American Stock
Transfer & Trust Company (the "Depositary"), and either mail or deliver the
stock certificates for such tendered Shares to the Depositary (with all such
other documents) or tender such Shares pursuant to the procedure for book-entry
delivery set forth in Section 3, or (b) request a broker, dealer, commercial
bank, trust company or other nominee to effect the transaction for such
stockholder. Stockholders having Shares registered in the name of a broker,
dealer, commercial bank, trust company or other nominee must contact that
broker, dealer, commercial bank, trust company or other nominee if they desire
to tender their Shares. Any stockholder who desires to tender Shares and whose
certificates for such Shares cannot be delivered to the Depositary or who
cannot comply with the procedure for book-entry transfer or whose other
required documents cannot be delivered to the Depositary, in any case, by the
expiration of the Offer must tender such Shares pursuant to the guaranteed
delivery procedure set forth in Section 3.
STOCKHOLDERS MUST COMPLETE THE LETTER OF TRANSMITTAL, INCLUDING THE BOX
RELATING TO THE PRICE AT WHICH THEY ARE TENDERING SHARES, TO EFFECT A
VALID TENDER OF SHARES.
Additional copies of this Offer to Purchase, the Letter of Transmittal and
other tender offer materials may be obtained from the Information Agent and
will be furnished at the Company's expense. Questions and requests for
assistance may be directed to the Information Agent at its address and
telephone number set forth on the back cover of this Offer to Purchase.
Stockholders may also contact their local broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Offer.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
SUMMARY................................................................................3
INTRODUCTION...........................................................................5
THE OFFER..............................................................................6
1. Number of Shares; Proration...................................................6
2. Purpose of the Offer; Certain effects of the Offer............................8
3. Procedures for Tendering Shares...............................................9
4. Withdrawal Rights............................................................13
5. Purchase of Shares and Payment of Purchase Price.............................13
6. Certain Conditions of the Offer..............................................14
7. Price Range of Shares; Dividends.............................................16
8. Source and Amount of Funds...................................................16
9. Certain information concerning the Company...................................17
10. Interests of Directors and Officers; Transactions
and arrangements concerning Shares...........................................21
11. Effects of the Offer on the Market for Shares;
Registration under the Exchange Act..........................................22
12. Certain Legal Matters; Regulatory Approvals..................................23
13. Certain United States Federal Income Tax Consequences........................23
14. Extension of Offer; Termination; Amendment...................................26
15. Fees and Expenses............................................................26
16. Miscellaneous................................................................27
</TABLE>
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SUMMARY
This general summary is solely for the convenience of the Company's
stockholders and is qualified in its entirety by reference to the full text and
more specific details in this Offer to Purchase and the related Letter of
Transmittal.
<TABLE>
<S> <C>
Number of Shares to be Purchased.......... 500,000 Shares (or such lesser number of Shares as are validly
tendered pursuant to the Offer and not withdrawn).
Purchase Price............................ The Company will, upon the terms and subject to the conditions of
the Offer, determine the lowest single per Share price (not greater
than $9.00 nor less than $7.00 per Share) net to the seller in cash
(the "Purchase Price"), that will allow it to purchase 500,000
Shares (or such lesser number of Shares as are validly tendered and
not withdrawn) pursuant to the Offer. The Company will pay the
Purchase Price for all Shares validly tendered at prices at or below
the Purchase Price and not withdrawn, upon the terms and subject
to the conditions of the Offer. Each stockholder desiring to tender
Shares must specify in the Letter of Transmittal the minimum price
(not greater than $9.00 nor less than $7.00 per Share) at which
such stockholder is willing to have his or her Shares purchased by
the Company.
Conditions to the Offer................... The Offer is subject to certain conditions. See Section 6.
How to Tender Shares...................... See Section 3. Call the Information Agent or consult your broker
for assistance.
Brokerage Commissions..................... None.
Stock Transfer Tax........................ None, if payment is made to the registered holder.
Expiration and Proration Dates............ Tuesday, December 15, 1998, at 5:00 p.m., New York City time,
unless the Offer is extended by the Company.
Proration................................. In the event that proration of tendered Shares is required, proration
for each stockholder tendering Shares, other than Odd Lot Holders,
shall be based on the ratio of the number of Shares tendered by
such stockholder at or below the Purchase Price (and not
withdrawn prior to the Expiration Date) to the total number of
Shares tendered by all stockholders, other than Odd Lot Holders, at
or below the Purchase Price (and not withdrawn prior to the
Expiration Date).
Odd Lots.................................. There will be no proration of Shares tendered by any stockholder
owning beneficially fewer than 100 Shares in the aggregate as of
the close of business on November 13, 1998 and as of the
Expiration Date, who tenders all such Shares at or below the
Purchase Price prior to the Expiration Date and who checks the
"Odd Lots" box in the Letter of Transmittal. See Section 1.
</TABLE>
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<TABLE>
<S> <C>
Payment Date.............................. As soon as practicable after the expiration of the Offer.
Position of the Company and
its Directors............................. Neither the Company nor its Board of Directors makes any
recommendation to any stockholder as to whether to tender or
refrain from tendering Shares. The Company has been advised that
none of its directors or executive officers intends to tender any
Shares pursuant to the Offer.
Withdrawal Rights......................... Tendered Shares may be withdrawn at any time prior to the
expiration of the Offer (5:00 p.m., New York City time, on
Tuesday, December 15, 1998, or such later date to which the Offer
is extended by the Company) and, unless previously purchased,
may also be withdrawn at any time after 5:00 P.M., New York City
time, on Wednesday, January 13, 1999. See Section 4.
For Further Developments.................. Call the Information Agent or consult your broker.
</TABLE>
THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN
FROM TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT
AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION WITH THE OFFER ON BEHALF OF THE COMPANY OTHER
THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER OF
TRANSMITTAL. DO NOT RELY ON ANY SUCH RECOMMENDATION OR ANY SUCH
INFORMATION OR REPRESENTATIONS, IF GIVEN OR MADE, AS HAVING BEEN
AUTHORIZED BY THE COMPANY.
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TO THE HOLDERS OF COMMON STOCK OF ATRION CORPORATION:
INTRODUCTION
Atrion Corporation, a Delaware corporation (the "Company"), hereby invites
its stockholders to tender up to 500,000 shares of its common stock, par value
$.10 per share (hereinafter referred to as the "Shares"), to the Company at
prices not greater than $9.00 nor less than $7.00 per Share, as specified by
tendering stockholders, upon the terms and subject to the conditions set forth
herein and in the related Letter of Transmittal (which together constitute the
"Offer").
The Company will, upon the terms and subject to the conditions of the
Offer, determine the lowest single per Share price (not greater than $9.00 nor
less than $7.00 per Share), net to the seller in cash (the "Purchase Price"),
that will allow it to purchase 500,000 Shares (or such lesser number of Shares
as are validly tendered and not withdrawn) pursuant to the Offer. The Company
will pay the Purchase Price for all Shares validly tendered at prices at or
below the Purchase Price and not withdrawn, upon the terms and subject to the
conditions of the Offer, the procedure pursuant to which Shares will be
accepted for payment and the proration provisions. Certificates representing
Shares tendered at prices in excess of the Purchase Price and not withdrawn and
Shares not purchased because of proration will be returned at the Company's
expense. The Company reserves the right, in its sole discretion, to purchase
more than 500,000 Shares pursuant to the Offer. See Section 14.
THIS OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED IN THE OFFER. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER
CONDITIONS. SEE SECTION 6.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
STOCKHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR
SHARES. EACH STOCKHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES
AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH
SHARES SHOULD BE TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS
DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO
THE OFFER.
SEE SECTION 10.
The Company's Board of Directors believes that the Offer is in the best
interests of the Company. The Offer affords to those stockholders who desire
liquidity an opportunity to sell all or a portion of their Shares without the
usual transaction costs associated with open market sales.
The Offer provides stockholders who are considering a sale of all or a
portion of their Shares the opportunity to determine the price or prices (not
greater than $9.00 nor less than $7.00 per Share) at which they are willing to
sell their Shares and, if any such Shares are purchased pursuant to the Offer,
to sell those Shares for cash to the Company. Stockholders who determine not to
accept the Offer will increase their proportionate interest in the Company's
equity, and thus in the Company's future earnings and assets, subject to the
Company's right to issue additional Shares and other equity securities in the
future.
Upon the terms and subject to the conditions of the Offer, if at the
expiration of the Offer more than 500,000 Shares (or such greater number of
Shares as the Company may elect to purchase) are validly tendered at prices at
or below the Purchase Price and not withdrawn, the Company will purchase
validly tendered and not withdrawn Shares first from all Odd Lot Holders (as
defined in Section 1) who validly tendered all their Shares at or below the
Purchase Price and who so certify in the appropriate place on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery, and then,
after the purchase of all of the foregoing Shares, all Shares tendered at or
below the Purchase Price and not withdrawn prior to the Expiration Date, on a
pro rata basis (with appropriate
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adjustments to avoid purchase of fractional Shares). See Section 1. All
certificates representing Shares not purchased pursuant to the Offer, including
Shares tendered at prices greater than the Purchase Price and not withdrawn and
Shares not purchased because of proration, will be returned at the Company's
expense to the stockholders who tendered such Shares.
The Purchase Price will be paid net to the tendering stockholder in cash
for all Shares purchased. Tendering stockholders will not be obligated to pay
brokerage commissions, solicitation fees or, subject to Instruction 7 of the
Letter of Transmittal, stock transfer taxes on the purchase of Shares by the
Company. HOWEVER, ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO
COMPLETE, SIGN AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 THAT IS
INCLUDED WITH THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED UNITED
STATES FEDERAL INCOME TAX BACKUP WITHHOLDING OF 31% OF THE GROSS PROCEEDS
PAYABLE TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION
3. The Company will pay all fees and expenses incurred in connection with the
Offer by American Stock Transfer & Trust Company which will act as the
depositary for the Offer (the "Depositary") and Georgeson & Company Inc. which
will act as information agent for the Offer (the "Information Agent"). See
Section 15.
As of November 11, 1998, the Company had issued and outstanding 3,201,645
Shares and had 233,000 Shares issuable on the exercise of stock options
exercisable within 60 days. The 500,000 Shares that the Company is offering to
purchase pursuant to the Offer represent approximately 15.6% of the outstanding
Shares. The Shares are listed and traded on The Nasdaq Stock Market ("Nasdaq")
under the symbol "ATRI." On November 12, 1998, the last full Nasdaq trading day
during which the Shares traded prior to the commencement of the Offer, the
closing per Share sales price as reported by Nasdaq was $6.875 per share.
STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. SEE
SECTION 7.
THE OFFER
1. NUMBER OF SHARES; PRORATION.
Upon the terms and subject to the conditions of the Offer, the Company
will purchase 500,000 Shares or such lesser number of Shares as are validly
tendered (and not withdrawn in accordance with Section 4) prior to the
Expiration Date (as defined below) at prices not greater than $9.00 nor less
than $7.00 per Share. The term "Expiration Date" means 5:00 P.M., New York City
time, on Tuesday, December 15, 1998, unless and until the Company, in its sole
discretion, shall have extended the period of time during which the Offer will
remain open, in which event the term "Expiration Date" shall refer to the
latest time and date at which the Offer, as so extended by the Company, shall
expire. See Section 14 for a description of the Company's right to extend,
delay, terminate or amend the Offer. The Company reserves the right, in its
sole discretion, to purchase more than 500,000 Shares pursuant to the Offer. In
accordance with applicable regulations of the Securities and Exchange
Commission (the "Commission"), the Company may purchase pursuant to the Offer
an additional amount of Shares not to exceed 2% of the outstanding Shares
without amending or extending the Offer. See Section 14. In the event of an
over-subscription of the Offer as described below, Shares tendered at or below
the Purchase Price prior to the Expiration Date will be eligible for proration,
except for Odd Lots as explained below. The proration period also expires on
the Expiration Date.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED IN THE OFFER. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER
CONDITIONS. SEE SECTION 6.
In accordance with Instruction 5 of the Letter of Transmittal,
stockholders desiring to tender Shares must specify the price or prices (not
greater than $9.00 nor less than $7.00 per Share) at which they are willing to
sell their Shares to the Company. As promptly as practicable following the
Expiration Date, the Company will, in its sole discretion,
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determine the Purchase Price that will allow it to purchase 500,000 Shares (or
such lesser number of Shares as are validly tendered and not withdrawn)
pursuant to the Offer. The Company will pay the Purchase Price, even if such
Shares were tendered below the Purchase Price, for all Shares validly tendered
prior to the Expiration Date at or below the Purchase Price and not withdrawn,
upon the terms and subject to the conditions of the Offer, the procedure
pursuant to which Shares will be accepted for payment and the proration
provisions. All Shares tendered and not purchased pursuant to the Offer,
including Shares tendered at prices in excess of the Purchase Price and not
withdrawn and Shares not purchased because of proration, will be returned to
the tendering stockholders at the Company's expense as promptly as practicable
following the Expiration Date. The Company reserves the right, in its sole
discretion, to purchase more than 500,000 Shares pursuant to the Offer. See
Section 14.
PRIORITY OF PURCHASES. Upon the terms and subject to the conditions of the
Offer, if more than 500,000 Shares (or such greater number of Shares as the
Company may elect to purchase pursuant to the Offer) have been validly tendered
at prices at or below the Purchase Price and not withdrawn, the Company will
purchase validly tendered and not withdrawn Shares on the basis set forth
below:
(a) first, all Shares tendered and not withdrawn prior to the Expiration
Date by any Odd Lot Holder (as defined below) who:
(1) tenders all Shares beneficially owned by such Odd Lot Holder at a
price at or below the Purchase Price (tenders of fewer than all
Shares owned by such stockholder will not qualify for this
preference); and
(2) completes the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed
Delivery; and
(b) second, after purchase of all of the foregoing Shares, all Shares
tendered at prices at or below the Purchase Price and not withdrawn
prior to the Expiration Date, on a pro rata basis (with appropriate
adjustments to avoid purchases of fractional Shares) as described
below.
ODD LOTS. For purposes of the Offer, the term "Odd Lots" shall mean all
Shares validly tendered prior to the Expiration Date at prices at or below the
Purchase Price and not withdrawn by any person who owned beneficially as of the
close of business on November 13, 1998, and continues to own beneficially as of
the Expiration Date, an aggregate of fewer than 100 Shares (and so certified in
the appropriate place on the Letter of Transmittal and, if applicable, on the
Notice of Guaranteed Delivery) (an "Odd Lot Holder"). As set forth above, Odd
Lots will be accepted for payment before proration, if any, of the purchase of
other tendered Shares. In order to qualify for this preference, an Odd Lot
Holder must tender all such Shares in accordance with the procedures described
in Section 3. This preference is not available to partial tenders or to
beneficial holders of an aggregate of 100 or more Shares, even if such holders
have separate accounts or certificates representing fewer than 100 Shares. By
accepting the Offer, an Odd Lot Holder would not only avoid the payment of
brokerage commissions but also would avoid any applicable odd lot discounts in
a sale of such holder's Shares. Any Odd Lot Holder wishing to tender all of
such stockholder's Shares should complete the box captioned "Odd Lots" on the
Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery.
The Company also reserves the right, but will not be obligated, to
purchase all Shares duly tendered by any stockholder who tendered all Shares
owned beneficially at or below the Purchase Price and who, as a result of
proration, would then own beneficially an aggregate of fewer than 100 Shares.
If the Company exercises this right, it will increase the number of Shares that
it is offering to purchase by the number of Shares purchased through the
exercise of such right.
PRORATION. In the event that proration of tendered Shares is required, the
Company will determine the proration factor as soon as practicable following
the Expiration Date. Proration for each stockholder tendering Shares, other
than Odd Lot Holders, shall be based on the ratio of the number of Shares
tendered by such stockholder at or below
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<PAGE> 8
the Purchase Price (and not withdrawn) to the total number of Shares tendered
by all stockholders, other than Odd Lot Holders, at or below the Purchase Price
(and not withdrawn). Because of the difficulty in determining the number of
Shares properly tendered (including Shares tendered by guaranteed delivery
procedures, as described in Section 3) and not withdrawn, and because of the
odd lot procedure, the Company does not expect that it will be able to announce
the final proration factor or commence payment for any Shares purchased
pursuant to the Offer until approximately seven Nasdaq trading days after the
Expiration Date. The preliminary results of any proration will be announced by
press release as promptly as practicable after the Expiration Date.
Stockholders may obtain such preliminary information from the Information Agent
and may be able to obtain such information from their brokers.
As described in Section 13, the number of Shares that the Company will
purchase from a stockholder may affect the United States federal income tax
consequences to the stockholder of such purchase and therefore may be relevant
to a stockholder's decision whether to tender Shares. The Letter of Transmittal
affords each tendering stockholder the opportunity to designate the order of
priority in which Shares tendered are to be purchased in the event of
proration.
This Offer to Purchase and the related Letter of Transmittal will be
mailed to record holders of Shares and will be furnished to brokers, banks and
similar persons whose names, or the names of whose nominees, appear on the
Company's stockholder list or, if applicable, who are listed as participants in
a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
2. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER.
THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE
RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY
FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT
MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THE MATTERS
DISCUSSED BELOW AS WELL AS THE FACTORS DESCRIBED IN THE COMPANY'S FILINGS WITH
THE COMMISSION.
The Offer provides stockholders who are considering a sale of all or a
portion of their Shares with the opportunity to determine the price or prices
(not greater than $9.00 nor less than $7.00 per Share) at which they are
willing to sell their Shares and, subject to the terms and conditions of the
Offer, to sell those Shares for cash without the usual transaction costs
associated with market sales. In addition, stockholders owning fewer than 100
Shares whose Shares are purchased pursuant to the Offer not only will avoid the
payment of brokerage commissions but also will avoid any applicable odd lot
discounts payable on a sale of their Shares. The Offer also allows stockholders
to sell a portion of their Shares while retaining a continuing equity interest
in the Company and may give Stockholders the opportunity to sell Shares at
prices greater than market prices prevailing prior to announcement of the
Offer.
The Company believes that the Offer will be accretive to earnings per
share (on both a basic and a diluted basis) in the fiscal year ending December
31, 1999, but there can be no assurance to that effect.
The Board of Directors believes that the Shares are undervalued at the
present time and that the purchase of Shares is an attractive use of the
Company's financial resources.
Stockholders who determine not to accept the Offer will increase their
proportionate interest in the Company's equity, and thus in the Company's
future earnings and assets, subject to the Company's right to issue additional
Shares and other equity securities in the future.
Shares that the Company acquires pursuant to the Offer will become
authorized Shares held in treasury and will be available for reissuance by the
Company without further stockholder action (except as may be required by
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<PAGE> 9
applicable law or the rules of Nasdaq or any securities exchange on which the
Shares are listed). Subject to applicable state laws and rules of Nasdaq, such
Shares could be issued without stockholder approval for, among other things,
acquisitions, the raising of additional capital for use in the Company's
business, stock dividends or in connection with stock option plans and other
plans, or a combination thereof.
The Company may in the future purchase additional Shares on the open
market, in private transactions, through tender offers or otherwise. Any such
purchases may be on the same terms as, or on terms that are more or less
favorable to stockholders than, the terms of the Offer. However, Rule 13e-4
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), generally prohibits the Company and its affiliates from
purchasing any Shares, other than pursuant to the Offer, until at least ten
business days after the expiration or termination of the Offer. Any possible
future purchases by the Company will depend on several factors including,
without limitation, the ability of the Company to make such purchases under its
financing agreements in effect at the time, the market price of the Shares, the
results of the Offer, the Company's business and financial position and general
economic and market conditions.
The amount required to fund the purchase of Shares tendered in the Offer
(assuming a purchase price of $9.00 per Share) and pay related taxes, fees and
expenses of such transactions is estimated to be approximately $4,625,000. The
Company anticipates that the funds necessary to purchase Shares pursuant to the
Offer and to pay related taxes, fees and expenses will come from the Company's
general corporate funds.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
STOCKHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES.
EACH STOCKHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE
OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. SEE SECTION 10.
3. PROCEDURES FOR TENDERING SHARES.
PROPER TENDER OF SHARES. For Shares to be validly tendered pursuant to the
Offer, (a) the certificates for such Shares (or confirmation of receipt of such
Shares pursuant to the procedures for book-entry transfer set forth below),
together with a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) including any required signature guarantees
or an Agent's Message (as defined below) and any other documents required by
the Letter of Transmittal, must be received prior to 5:00 P.M., New York City
time, on the Expiration Date by the Depositary at its address set forth on the
back cover of this Offer to Purchase or (b) the tendering stockholder must
comply with the guaranteed delivery procedure set forth below. IN ACCORDANCE
WITH INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, STOCKHOLDERS DESIRING TO
TENDER SHARES PURSUANT TO THE OFFER MUST PROPERLY INDICATE, IN THE SECTION
CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED" ON
THE LETTER OF TRANSMITTAL, THE PRICE (IN INCREMENTS OF $0.25) AT WHICH THEIR
SHARES ARE BEING TENDERED. Stockholders who desire to tender Shares at more
than one price must complete a separate Letter of Transmittal for each price at
which Shares are tendered, provided that the same Shares cannot be tendered
(unless properly withdrawn previously in accordance with the terms of the
Offer) at more than one price. IN ORDER TO VALIDLY TENDER SHARES, ONE AND ONLY
ONE PRICE BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON EACH LETTER OF
TRANSMITTAL.
In addition, Odd Lot Holders who tender all such Shares must complete the
box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on
the Notice of Guaranteed Delivery, in order to qualify for the preferential
treatment available to Odd Lot Holders as set forth in Section 1.
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<PAGE> 10
SIGNATURE GUARANTEES AND METHOD OF DELIVERY. No signature guarantee is
required if (i) the Letter of Transmittal is signed by the registered holder(s)
of the Shares (which term, for purposes of this Section 3, shall include any
participant in The Depository Trust Company (the "Book-Entry Transfer
Facility") whose name appears on a security position listing as the owner of
the Shares) tendered therewith and such holder(s) have not completed either the
box entitled "Special Delivery Instructions" or the box entitled "Special
Payment Instructions" on the Letter of Transmittal; or (ii) Shares are tendered
for the account of a member firm of a registered national securities exchange,
a member of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company (not a savings bank or a savings and loan
association) having an office, branch or agency in the United States (each such
entity being hereinafter referred to as an "Eligible Institution"). See
Instruction 1 of the Letter of Transmittal. In all other cases, all signatures
on the Letter of Transmittal must be guaranteed by an Eligible Institution. If
a certificate for Shares is registered in the name of a person other than the
person executing a Letter of Transmittal, or if payment is to be made, or
Shares not purchased or tendered are to be issued, to a person other than the
registered holder, then the certificate must be endorsed or accompanied by an
appropriate stock power, in either case signed exactly as the name of the
registered holder appears on the certificate or stock power guaranteed by an
Eligible Institution.
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 certificates for such Shares (or a timely confirmation of a book-entry
transfer of such Shares into the Depositary's account at the Book-Entry
Transfer Facility as described above), a properly completed and duly executed
Letter of Transmittal (or manually signed facsimile thereof) and any other
documents required by the Letter of Transmittal.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION
AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, THEN REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL
CASES SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
BOOK-ENTRY DELIVERY. The Depositary will establish an account with respect
to the Shares for purposes of the Offer at the Book-Entry Transfer Facility
within two business days after the date of this Offer to Purchase, and any
financial institution that is a participant in the Book-Entry Transfer
Facility's system may make book-entry delivery of the Shares by causing such
Facility to transfer Shares into the Depositary's account in accordance with
such Book-Entry Transfer Facility's procedures for transfer. Although delivery
of Shares may be effected through a book-entry transfer into the Depositary's
account at the Book-Entry Transfer Facility, either (i) a properly completed
and duly executed Letter of Transmittal (or a manually signed facsimile
thereof) with any required signature guarantees or an Agent's Message, and any
other required documents must, in any case, be transmitted to and received by
the Depositary at its address set forth on the back cover of this Offer to
Purchase prior to the Expiration Date, or (ii) the guaranteed delivery
procedure described below must be followed. The confirmation of a book-entry
transfer of Shares into the Depositary's account at the Book-Entry Transfer
Facility as described above is referred to herein as "confirmation of a
book-entry transfer." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
confirmation of a book-entry transfer 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 Company may enforce such agreement against the participant.
GUARANTEED DELIVERY. Stockholders whose Share certificates are not
immediately available, who cannot deliver their Shares and all other required
documents to the Depositary or who cannot complete the procedure for delivery
by book-entry transfer prior to the Expiration Date must tender their Shares
pursuant to the guaranteed delivery
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<PAGE> 11
procedure set forth in this Section 3. Pursuant to such procedure: (i) such
tender must be made by or through an Eligible Institution, (ii) a properly
completed and duly executed Notice of Guaranteed Delivery substantially in the
form provided by the Company (with any required signature guarantees) must be
received by the Depositary prior to the Expiration Date, and (iii) the
certificates for all physically delivered Shares in proper form for transfer by
delivery, or a confirmation of a book-entry transfer into the Depositary's
account at the Book-Entry Transfer Facility of all Shares delivered
electronically, in each case together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) and any other documents
required by this Letter of Transmittal, must be received by the Depositary
within three Nasdaq trading days after the date the Depositary receives such
Notice of Guaranteed Delivery.
UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING. Under the United
States federal income tax backup withholding rules, unless an exemption applies
under the applicable law and regulations, 31% of the gross proceeds payable to
a stockholder or other payee pursuant to the Offer must be withheld and
remitted to the United States Treasury, unless the stockholder or other payee
provides its taxpayer identification number (employer identification number or
social security number) to the Depositary and certifies that such number is
correct. Therefore, each tendering stockholder must complete and sign the
Substitute Form W-9 included as part of the Letter of Transmittal so as to
provide the information and certification necessary to avoid backup
withholding, unless such stockholder otherwise establishes to the satisfaction
of the Depositary that it is not subject to backup withholding. Certain
stockholders (including, among others, all corporations and certain foreign
stockholders) are not subject to these backup withholding requirements. To
prevent possible erroneous backup withholding, an exempt holder must enter its
correct taxpayer identification number in Part 1 of Substitute Form W-9,
certify that such Stockholder is not subject to backup withholding in Part 2 of
such form, and sign and date the form. See the Guidelines for Certification of
Taxpayer Identification Number of Substitute Form W-9 enclosed with Letter of
Transmittal for additional instructions. In order for a foreign stockholder to
qualify as an exempt recipient, a foreign stockholder must submit an Internal
Revenue Service ("IRS") Form W-8 or a Substitute Form W-8, signed under
penalties of perjury, attesting to that stockholder's exempt status. Such
statements may be obtained from the Depositary. See Instruction 10 of the
Letter of Transmittal. Stockholders are urged to consult their own tax advisors
regarding the application of United States federal income tax withholding.
TO PREVENT UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL TO
31% OF THE GROSS PAYMENTS MADE TO STOCKHOLDERS FOR SHARES PURCHASED PURSUANT TO
THE OFFER, EACH STOCKHOLDER WHO DOES NOT OTHERWISE ESTABLISH AN EXEMPTION FROM
SUCH WITHHOLDING MUST PROVIDE THE DEPOSITARY WITH THE STOCKHOLDER'S CORRECT
TAXPAYER IDENTIFICATION NUMBER AND PROVIDE CERTAIN OTHER INFORMATION BY
COMPLETING THE SUBSTITUTE FORM W-9 INCLUDED WITH THE LETTER OF TRANSMITTAL.
For a discussion of certain United States federal income tax consequences
to tendering stockholders, see Section 13.
WITHHOLDING FOR FOREIGN STOCKHOLDERS. Even if a foreign stockholder has
provided the required certification to avoid backup withholding, the Depositary
will withhold United States federal income taxes equal to 30% of the gross
payments payable to a foreign stockholder or its agent unless (A) the
Depositary determines that a reduced rate of withholding is available pursuant
to a tax treaty or that an exemption from withholding is applicable because
such gross proceeds are effectively connected with the conduct of a trade or
business within the United States or (B) the foreign stockholder establishes to
the satisfaction of the Company and the Depositary that the sale of Shares by
such foreign stockholder pursuant to the Offer will qualify as a "sale or
exchange," rather than as a distribution taxable as a dividend, for United
States federal income tax purposes (see Section 13 below). For this purpose, a
foreign stockholder is any stockholder that is not (i) a citizen or resident of
the United States, (ii) a corporation, partnership, or other entity created or
organized in or under the laws of the United States, any State or any political
subdivision thereof, (iii) an estate the income of which is subject to United
States federal income taxation regardless of the source of such income, or (iv)
a trust the administration of which a court within the United States is able to
exercise primary
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<PAGE> 12
supervision and all substantial decisions of which one or more United States
persons have the authority to control. In order to obtain a reduced rate of
withholding pursuant to a tax treaty, a foreign stockholder must deliver to the
Depositary before the payment a properly completed and executed IRS Form 1001.
In order to obtain an exemption from withholding on the grounds that the gross
proceeds paid pursuant to the Offer are effectively connected with the conduct
of a trade or business within the United States, a foreign stockholder must
deliver to the Depositary a properly completed and executed IRS Form 4224. The
Depositary will determine a stockholder's status as a foreign stockholder and
eligibility for a reduced rate of, or exemption from, withholding by reference
to any outstanding certificates or statements concerning eligibility for a
reduced rate of, or exemption from, withholding (e.g., IRS Form 1001 or IRS
Form 4224) unless facts and circumstances indicate that such reliance is not
warranted. A foreign stockholder may be eligible to obtain a refund of all or a
portion of any tax withheld if such stockholder meets the "complete
redemption," "substantially disproportionate" or "not essentially equivalent to
a dividend" test described in Section 13 or is otherwise able to establish that
no tax or a reduced amount of tax is due. Each foreign stockholder is urged to
consult its tax advisor regarding the application of United States federal
income tax withholding, including eligibility for a withholding tax reduction
or exemption, and the refund procedure. See Instruction 11 of the Letter of
Transmittal.
DETERMINATION OF VALIDITY; REJECTION OF SHARES; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the number of Shares
to be accepted, the price to be paid for Shares to be accepted and the
validity, form, eligibility (including time of receipt) and acceptance of any
tender of Shares will be determined by the Company, in its sole discretion, and
its determination shall be final and binding on all parties. The Company
reserves the absolute right to reject any or all tenders of any Shares that it
determines are not in appropriate form or the acceptance for payment of or
payments for which may be unlawful. The Company also reserves the absolute
right to waive any of the conditions of the Offer or any defect or irregularity
in any tender with respect to any particular Shares or any particular
stockholder. No tender of Shares will be deemed to have been properly made
until all defects or irregularities have been cured by the tendering
stockholder or waived by the Company. None of the Company, the Depositary, the
Information Agent or any other person shall be obligated to give notice of any
defects or irregularities in tenders, nor shall any of them incur any liability
for failure to give any such notice.
TENDERING STOCKHOLDER'S REPRESENTATION AND WARRANTY; COMPANY'S ACCEPTANCE
CONSTITUTES AN AGREEMENT. A tender of Shares pursuant to any of the procedures
described above will constitute the tendering stockholder's acceptance of the
terms and conditions of the Offer, as well as the tendering stockholder's
representation and warranty to the Company that (a) such stockholder has a net
long position in the Shares being tendered within the meaning of Rule 14e-4
promulgated by the Commission under the Exchange Act and (b) the tender of such
Shares complies with Rule 14e-4. It is a violation of Rule 14e-4 for a person,
directly or indirectly, to tender Shares for such person's own account unless,
at the time of tender and at the end of the proration period or period during
which Shares are accepted by lot (including any extensions thereof), the person
so tendering (i) has a net long position equal to or greater than the amount of
(x) Shares tendered or (y) other securities convertible into or exchangeable or
exercisable for the Shares tendered and will acquire such Shares for tender by
conversion, exchange or exercise and (ii) will deliver or cause to be delivered
such Shares in accordance with the terms of the Offer. Rule 14e-4 provides a
similar restriction applicable to the tender or guarantee of a tender on behalf
of another person. The Company's acceptance for payment of Shares tendered
pursuant to the Offer will constitute a binding agreement between the tendering
stockholder and the Company upon the terms and conditions of the Offer.
CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF
TRANSMITTAL AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST
BE DELIVERED TO THE DEPOSITARY AND NOT TO THE COMPANY. ANY SUCH DOCUMENTS
DELIVERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE
WILL NOT BE DEEMED TO BE VALIDLY TENDERED.
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4. WITHDRAWAL RIGHTS.
Except as otherwise provided in this Section 4, tenders of Shares
pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer
may be withdrawn at any time prior to the Expiration Date and, unless
theretofore accepted for payment by the Company pursuant to the Offer, may also
be withdrawn at any time after 5:00 P.M. New York City time, on Wednesday,
January 13, 1999.
For a withdrawal to be effective, a notice of withdrawal must be in
written, telegraphic or facsimile transmission form and must be received in a
timely manner by the Depositary at its address set forth on the back cover of
this Offer to Purchase. Any such notice of withdrawal must specify the name of
the tendering stockholder, the name of the registered holder (if different from
that of the person who tendered such Shares), the number of Shares tendered and
the number of Shares to be withdrawn. If the certificates for Shares to be
withdrawn have been delivered or otherwise identified to the Depositary, then,
prior to the release of such certificates, the tendering stockholder must also
submit the serial numbers shown on the particular certificates for Shares to be
withdrawn and the signature on the notice of withdrawal must be guaranteed by
an Eligible Institution (except in the case of Shares tendered by an Eligible
Institution). If Shares have been tendered pursuant to the procedure for
book-entry transfer set forth in Section 3, the notice of withdrawal also must
specify the name and the number of the account at the Book-Entry Transfer
Facility to be credited with the withdrawn Shares and otherwise comply with the
procedures of such facility. All questions as to the form and validity
(including time of receipt) of notices of withdrawal will be determined by the
Company, in its sole discretion, which determination shall be final and
binding. None of the Company, the Depositary, the Information Agent or any
other person shall be obligated to give notice of any defects or irregularities
in any notice of withdrawal nor shall any of them incur liability for failure
to give any such notice.
Withdrawals may not be rescinded and any Shares withdrawn will thereafter
be deemed not tendered for purposes of the Offer unless such withdrawn Shares
are validly retendered prior to the Expiration Date by again following one of
the procedures described in Section 3.
If the Company extends the Offer, is delayed in its purchase of Shares or
is unable to purchase Shares pursuant to the Offer for any reason, then,
without prejudice to the Company's rights under the Offer, the Depositary may,
subject to applicable law, retain tendered Shares on behalf of the Company, and
such Shares may not be withdrawn except to the extent tendering stockholders
are entitled to withdrawal rights as described in this Section 4.
5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE.
Upon the terms and subject to the conditions of the Offer, as promptly as
practicable following the Expiration Date, the Company (i) will determine the
lowest single Purchase Price that will allow it to purchase 500,000 Shares (or
such lesser number of Shares as are validly tendered and not withdrawn prior to
the Expiration Date), taking into account the number of Shares so tendered and
the prices specified by tendering stockholders, and (ii) will accept for
payment and pay for (and thereby purchase) Shares validly tendered at prices at
or below the Purchase Price and not withdrawn prior to the Expiration Date. For
purposes of the Offer, the Company will be deemed to have accepted for payment
(and therefore purchased) Shares that are tendered at or below the Purchase
Price and not withdrawn (subject to the proration provisions of the Offer) only
when, as and if it gives oral or written notice to the Depositary of its
acceptance of such Shares for payment pursuant to the Offer. In accordance with
applicable regulations of the Commission, the Company may purchase pursuant to
the Offer an additional amount of Shares not to exceed 2% of the outstanding
Shares without amending or extending the Offer. If (i) the Company increases or
decreases the price to be paid for the Shares or the number of Shares being
sought in the Offer and, in the event of an increase in the number of Shares
being sought, such increase exceeds 2% of the outstanding Shares, and (ii) the
Offer is scheduled to expire at any time earlier than the tenth business day
from, and including, the date that notice of such increase or decrease is first
published, sent or given in the manner specified in Section 14, the Offer will
be extended until the expiration of such period of ten business days.
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<PAGE> 14
Upon the terms and subject to the conditions of the Offer, the Company
will purchase and pay a single per Share Purchase Price for all of the Shares
accepted for payment pursuant to the Offer as soon as practicable after the
Expiration Date. In all cases, payment for Shares tendered and accepted for
payment pursuant to the Offer will be made promptly (subject to possible delay
in the event of proration) but only after timely receipt by the Depositary of
certificates for Shares (or of a timely confirmation of a book-entry transfer
of such Shares into the Depositary's account at the Book-Entry Transfer
Facility), a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) and any other required documents.
The Company will pay for Shares purchased pursuant to the Offer by
depositing the aggregate Purchase Price therefor with the Depositary, which
will act as agent for tendering stockholders for the purpose of receiving
payment from the Company and transmitting payment to the tendering
stockholders.
In the event of proration, the Company will determine the proration factor
and pay for those tendered Shares accepted for payment as soon as practicable
after the Expiration Date; however, the Company does not expect to be able to
announce the final results of any proration and commence payment for Shares
purchased until approximately seven Nasdaq trading days after the Expiration
Date. Certificates for all Shares tendered and not purchased, including all
Shares tendered at prices in excess of the Purchase Price and Shares not
purchased due to proration will be returned (or, in the case of Shares tendered
by book-entry transfer, such Shares will be credited to the account maintained
with the Book-Entry Transfer Facility by the participant therein who so
delivered such Shares) to the tendering stockholder as promptly as practicable
after the Expiration Date without expense to the tendering stockholders. Under
no circumstances will interest on the Purchase Price be paid by the Company by
reason of any delay in making payment. In addition, if certain events occur,
the Company may not be obligated to purchase Shares pursuant to the Offer. See
Section 6.
The Company will pay or cause to be paid all stock transfer taxes, if any,
payable on the transfer to it of Shares purchased pursuant to the Offer. If,
however, payment of the Purchase Price is to be made to, or (in the
circumstances permitted by the Offer) if unpurchased Shares are to be
registered in the name of, any person other than the registered holder(s), or
if tendered certificates are registered in the name of any person other than
the person(s) signing the Letter of Transmittal, the amount of all stock
transfer taxes, if any (whether imposed on the registered holder(s) or such
other person or otherwise) payable on account of the transfer to such person
will be deducted from the Purchase Price unless satisfactory evidence of the
payment of the stock transfer taxes, or exemption therefrom, is submitted. See
Instruction 7 of the Letter of Transmittal.
THE COMPANY MAY BE REQUIRED TO WITHHOLD AND REMIT TO THE IRS 31% OF THE
GROSS PROCEEDS PAID TO ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO
COMPLETE FULLY, SIGN AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9
INCLUDED IN THE LETTER OF TRANSMITTAL. SEE SECTION 3. SEE SECTION 13 REGARDING
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES FOR FOREIGN STOCKHOLDERS.
6. CERTAIN CONDITIONS OF THE OFFER.
Notwithstanding any other provision of the Offer, the Company shall not be
required to accept for payment, purchase or pay for any Shares tendered, and
may terminate or amend the Offer or may postpone the acceptance for payment of,
or the purchase of and the payment for Shares tendered, subject to Rule
13e-4(f) under the Exchange Act, if at any time on or after November 16, 1998
and prior to the time of payment for any such Shares (whether any Shares have
theretofore been accepted for payment, purchased or paid for pursuant to the
Offer) any of the following events shall have occurred (or shall have been
determined by the Company to have occurred) that, in the Company's judgment
(regardless of the circumstances giving rise thereto, including any action or
omission to act by the Company), makes it inadvisable to proceed with the Offer
or with such acceptance for payment or payment:
14
<PAGE> 15
(a) there shall have been threatened, instituted or pending any action or
proceeding by any government or governmental, regulatory or administrative
agency, authority or tribunal or any other person, domestic or foreign, before
any court, authority, agency or tribunal that directly or indirectly (i)
challenges the making of the Offer, the acquisition of some or all of the
Shares pursuant to the Offer or otherwise relates in any manner to the Offer,
or (ii) in the Company's sole judgment, could materially and adversely affect
the business, condition (financial or other), income, operations or prospects
of the Company and its subsidiaries, taken as a whole, or otherwise materially
impair in any way the contemplated future conduct of the business of the
Company or any of its subsidiaries or materially impair the contemplated
benefits of the Offer to the Company;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Offer or the Company or any
of its subsidiaries, by any court or any authority, agency or tribunal that, in
the Company's sole judgment, would or might directly or indirectly: (i) make
the acceptance for payment of, or payment for, some or all of the Shares
illegal or otherwise restrict or prohibit consummation of the Offer or
otherwise relates in any manner to the Offer; (ii) delay or restrict the
ability of the Company, or render the Company unable, to accept for payment or
pay for some or all of the Shares; (iii) materially impair the contemplated
benefits of the Offer to the Company; or (iv) materially and adversely affect
the business, condition (financial or other), income, operations or prospects
of the Company and its subsidiaries, taken as a whole, or otherwise materially
impair in any way the contemplated future conduct of the business of the
Company or any of its subsidiaries;
(c) there shall have occurred: (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange or
in the over-the-counter market; (ii) the declaration of any banking moratorium
or any suspension of payments in respect of banks in the United States (whether
or not mandatory); (iii) the commencement of a war, armed hostilities or other
international or national crisis directly or indirectly involving the United
States; (iv) any limitation (whether or not mandatory) by any governmental,
regulatory or administrative agency or authority on, or any event that, in the
Company's sole judgment, might effect, the extension of credit by banks or
other lending institutions in the United States; (v) any significant decrease
in the market price of the Shares or in the market prices of equity securities
generally or any change in the general political, market, economic or financial
conditions in the United States or abroad that could, in the sole judgment of
the Company, have a material adverse effect on the business, condition
(financial or otherwise), income, operations or prospects of the Company and
its subsidiaries, taken as a whole, or on the trading in the Shares; (vi) in
the case of any of the foregoing existing at the time of the commencement of
the Offer, a material acceleration or worsening thereof; or (vii) any decline
in either the Dow Jones Industrial Average or the Standard and Poor's Index of
500 Industrial Companies by an amount in excess of 10% measured from the close
of business on November 13, 1998;
(d) a tender or exchange offer with respect to some or all of the Shares
(other than the Offer), or a merger or acquisition proposal for the Company,
shall have been proposed, announced or made by another person or shall have
been publicly disclosed, or any person or group shall have filed a Notification
and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
reflecting an intent to acquire the Company or any of its Shares, or the
Company shall have learned that any person or "group" (within the meaning of
Section 13(d)(3) of the Exchange Act) shall have acquired or proposed to
acquire beneficial ownership of more than 5% of the outstanding Shares, or any
new group shall have been formed that beneficially owns more than 5% of the
outstanding Shares; or
(e) any change or changes shall have occurred, be pending or threatened or
be proposed, which have affected or could affect the business, scope, condition
(financial or otherwise), assets, income, level of indebtedness, operations,
prospects, stock ownership or capital structure of the Company or its
subsidiaries which, in the Company's sole judgment, is or may be material to
the Company or its subsidiaries.
15
<PAGE> 16
The foregoing conditions are for the sole benefit of the Company and may
be asserted by the Company regardless of the circumstances (including any
action or inaction by the Company) giving rise to any such condition, and may
be waived by the Company, in whole or in part, at any time and from time to
time in its sole discretion. The Company's failure at any time to exercise any
of the foregoing rights shall not be deemed a waiver of any such right and each
such right shall be deemed an ongoing right which may be asserted at any time
and from time to time. Any determination by the Company concerning the events
described above will be final and binding on all parties.
7. PRICE RANGE OF SHARES; DIVIDENDS.
The Shares are listed and traded on Nasdaq. The following table sets
forth, for the periods indicated, the high and low closing per Share sales
prices as reported by Nasdaq (rounded to the nearest $.01):
<TABLE>
<CAPTION>
DIVIDENDS
HIGH LOW PER SHARE
---- --- ---------
<S> <C> <C> <C>
FISCAL 1996:
1st Quarter ........................... $14.67 $13.50 $.20
2nd Quarter ........................... 17.00 13.33 .20
3rd Quarter ........................... 17.50 14.83 .20
4th Quarter ........................... 20.50 15.50 .20
FISCAL 1997:
1st Quarter ........................... 16.50 11.00 .20
2nd Quarter ........................... 16.25 11.63 .20
3rd Quarter ........................... 16.63 13.25 .10
4th Quarter ........................... 15.31 13.00 .10
FISCAL 1998:
1st Quarter ........................... 13.75 10.88 0
2nd Quarter ........................... 11.44 8.81 0
3rd Quarter ........................... 9.44 7.63 0
4th Quarter (through
November 13, 1998) ................ 7.81 6.25 0
</TABLE>
On November 12, 1998, the last full Nasdaq trading day during which the
Shares traded prior to the commencement of the Offer, the closing per Share
sales price was $6.875. THE COMPANY URGES STOCKHOLDERS TO OBTAIN CURRENT MARKET
QUOTATIONS FOR THE SHARES.
The Company has not paid cash dividends in 1998. The Company's dividend
policy will be reviewed by the Board of Directors at such future times as may
be appropriate in light of relevant factors at such times. The Company does not
expect to pay cash dividends in the foreseeable future.
8. SOURCE AND AMOUNT OF FUNDS.
Assuming that the Company purchases 500,000 Shares pursuant to the Offer
at a purchase price of $9.00 per Share, the Company expects the maximum amount
required to purchase shares pursuant to the Offer and to pay related taxes,
fees and expenses will be approximately $4,625,000, which the Company expects
to obtain from its general corporate funds.
16
<PAGE> 17
9. CERTAIN INFORMATION CONCERNING THE COMPANY.
The Company designs, develops, manufactures, markets, sells and distributes
medical products and components. The Company is a Delaware corporation which
was incorporated in 1996 and is the successor to the former ATRION Corporation
as a result of a merger to change domicile from Alabama to Delaware. The
Company's operations are conducted through three medical products subsidiaries,
Quest Medical, Inc., Atrion Medical Products, Inc. and Halkey-Roberts
Corporation. In addition, the Company has a subsidiary which operates a small
gaseous oxygen pipeline and a subsidiary which is engaged in leasing
activities. The Company's executive offices are located at One Allentown
Parkway, Allen, Texas 75002, and its telephone number is (972) 390-9800.
The foregoing description of the Company's business is qualified in its
entirety by the more detailed discussion contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 1997 and in its other
filings made with the Commission under the Exchange Act.
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION. Set forth below is
certain summary historical consolidated financial information of the Company
and its subsidiaries. The historical financial information (other than the
ratio of earnings to fixed charges and book value per common share, has been
derived from the consolidated financial statements included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 and from the
unaudited consolidated financial statements included in the Company's Quarterly
Reports on Form 10-Q for the periods ended September 30, 1998 and September 30,
1997, respectively, which have been prepared on a basis substantially
consistent with the audited financial statements, and reflect, in the opinion
of management, all adjustments necessary to a fair presentation of the
financial position and results of operations for such periods. The results for
the nine months ended September 30, 1998 are not necessarily indicative of the
results for the full year. The information presented below should be read in
conjunction with the Company's consolidated financial statements and notes
thereto incorporated herein by reference. More comprehensive financial
information is included in such financial statements, and the financial
information which follows is qualified in its entirety by reference to such
financial statements, related notes and the audit report contained therein,
copies of which may be obtained as set forth below under the caption
"ADDITIONAL INFORMATION."
17
<PAGE> 18
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS EXCEPT RATIOS AND PER SHARE DATA)
<TABLE>
<CAPTION>
NINE MONTHS ENDED FISCAL YEAR ENDED
----------------------- ----------------------
9/30/98 9/30/97 12/31/97 12/31/96
----------------------- ----------------------
<S> <C> <C> <C> <C>
STATEMENT OF INCOME DATA: (UNAUDITED)
Sales $ 33,108 23,375 30,277 22,121
Income (Loss) From Continuing Operations 1,262 1,413 (2,045) 853
Income From Discontinued Operations -- 1,921 1,923 5,623
Gain on Disposal of Discontinued Operations -- 17,002 17,292 --
Net Income 1,262 20,336 17,170 6,476
Earnings (Loss) Per Basic Share:
Continuing Operations 0.39 0.44 (0.63) 0.27
Discontinued Operations -- 0.60 0.60 1.76
Gain on Disposal of Discontinued Operations -- 5.28 5.36 --
------ ------ ------ ------
0.39 6.32 5.33 2.03
Earnings (Loss) Per Diluted Share:
Continuing Operations 0.39 0.43 (0.63) 0.26
Discontinued Operations -- 0.59 0.60 1.73
Gain on Disposal of Discontinued Operations -- 5.23 5.36 --
------ ------ ------ ------
0.39 6.25 5.33 1.99
Basic Shares Outstanding 3,212 3,218 3,224 3,189
Diluted Shares Outstanding 3,216 3,251 3,224 3,253
Ratio of Earnings to Fixed Charges 16.7x 6.9x -6.8x (1) 3.5x
BALANCE SHEET AND OTHER DATA:
Working Capital 18,827 34,942 33,593 4,353
Total Assets 61,924 66,587 60,942 45,433
Total Debt 203 906 656 7,016
Shareholders' Equity 50,782 53,446 49,986 34,419
Dividends Per Share -- 0.50 0.60 0.80
Book Value Per Common Share 15.86 16.49 15.42 10.71
</TABLE>
NOTE TO SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
(1) The amount of deficiency in earnings to achieve a one-to-one coverage
was $3,328,000.
SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION. The following
summary unaudited consolidated pro forma financial information gives effect to
the purchase of Shares pursuant to the Offer, and the ayment of related taxes,
fees and expenses, based on the assumptions described in the Notes to Summary
Unaudited Consolidated Pro Forma Financial Information below, as if such
transactions had occurred on the first day of each of the periods presented,
with respect to operating statement data, and on September 30, 1998 and
December 31, 1997, with respect to balance sheet data. The summary unaudited
consolidated pro forma financial information should be read in conjunction with
the summary historical consolidated financial information incorporated herein
by reference and does not purport to be indicative of the results that would
actually have been obtained, or results that may be obtained in the future, or
the financial condition that would have resulted, if the purchase of the Shares
pursuant to the Offer, and the payment of related taxes, fees and expenses, had
been completed at the dates indicated.
18
<PAGE> 19
SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION (1)
(IN THOUSANDS, EXCEPT RATIOS AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Nine Months Ended September 30, 1998 Fiscal Year Ended December 31, 1997
--------------------------------------- -------------------------------------------
Proforma Proforma
Historical Adjustments Proforma Historical Adjustments Proforma
---------- ------------ --------- ----------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME
Revenues 33,108 33,108 30,277 30,277
Cost of Goods Sold 20,594 20,594 20,755 20,755
--------- ---------- ---------- --------
Gross Profit 12,514 12,514 9,522 9,522
Operating Expenses 11,012 11,012 13,909 13,909
--------- ---------- ---------- --------
Operating Income 1,502 1,502 (4,387) (4,387
Other Income and Expenses:
Interest Income, Net 454 (191) 263 818 (254) 564
Other Income 53 53 241 241
--------- ----------- ---------- ---------- --------- ---------
Income from Continuing Operations
Before Provision for Income Tax 2,009 (191) 1,818 (3,328) (254) (3,582)
Provision for Income Taxes (747) 65 (682) 1,283 86 1,369
--------- ----------- ---------- ---------- --------- ---------
Income (Loss) From Continuing
Operations 1,262 (126) 1,136 (2,045) (168) (2,213)
Income from Discontinued Operations -- -- 1,923 1,923
Gain on Disposal of Discontinued
Operations -- -- 17,292 17,292
--------- ----------- ---------- ---------- --------- ---------
Net Income 1,262 (126) 1,136 17,170 (168) 17,002
========= =========== ========== ========== ========= =========
Earnings (Loss) Per Basic and
Diluted Share:
Continuing Operations 0.39 0.03 0.42 (0.63) (0.18) (0.81)
Discontinued Operations -- -- 0.60 0.11 0.71
Gain on Disposal of
Discontinued Operations -- -- 5.36 0.99 6.35
-------- ----------- ---------- ---------- --------- ---------
0.39 0.03 0.42 5.33 0.92 6.25
Dividends per Share -- -- 0.60 0.60
Ratio of Earnings to Fixed
Charges (2) 6.7x -1.5x 15.2x -6.8x (3) -.6x -7.4x (4)
Basic Shares Outstanding 3,212 (500) 2,712 3,224 (500) 2,724
Diluted Shares Outstanding 3,216 (500) 2,716 3,224 (500) 2,724
</TABLE>
19
<PAGE> 20
SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION (CONT.) (1)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
As of September 30, 1998 As of December 31, 1997
--------------------------------------------- -----------------------------------------
Proforma Proforma
Historical Adjustments Proforma Historical Adjustments Proforma
------------ ----------- --------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
ASSETS
Current Assets:
Cash & Cash Equivalents 7,972 (4,625) 3,347 32,172 (4,625) 27,547
Accounts Receivable 7,721 7,721 2,897 2,897
Inventories 8,102 8,102 3,960 3,960
Prepayments 782 782 337 337
----------- ---------- --------- ---------- ----------- ----------
Total Current Assets 24,577 (4,625) 19,952 39,366 (4,625) 34,741
Property, Plan & Equipment:
Original Cost 21,463 21,463 15,617 15,617
Less Accumulated
Depreciation (4,326) (4,326) (2,475) (2,475)
----------- ---------- --------- ---------- ----------- ----------
Total PP&E 17,137 17,137 13,142 13,142
Deferred Charges:
Patents, net 3,663 3,663 908 908
Goodwill, net 13,976 13,976 4,862 4,862
Other 2,571 2,571 2,664 2,664
----------- ---------- --------- ------------- ----------- ----------
Total Deferred Charges 20,210 20,210 8,434 8,434
TOTAL ASSETS 61,924 (4,625) 57,299 60,942 (4,625) 56,317
=========== ========== ========= ============= =========== ==========
LIABILITIES AND
STOCKHOLDERS'
EQUITY
Current Liabilities:
Curr. Maturities of LTD 203 203 453 453
Accounts Payable and
Accrued Liabilities 5,547 5,547 5,320 5,320
----------- ---------- -------- ------------- ----------- ----------
Total Current Liabilities 5,750 5,750 5,773 5,773
Long Term Debt, less
Current Maturities -- -- 203 203
Other Noncurrent Liabilities 5,392 5,392 4,980 4,980
Stockholders' Equity:
Common Shares 342 342 342 342
Paid-in Capital 6,403 6,403 6,395 6,395
Retained Earnings 45,942 45,942 44,681 44,681
Treasury Shares (1,905) (4,625) (6,530) (1,432) (4,625) (6,057)
----------- --------- -------- ------------- ----------- ----------
Total Stockholders' Equity 50,782 (4,625) 46,157 49,986 (4,625) 45,361
TOTAL EQUITY &
LIABILITIES 61,924 (4,625) 57,299 60,942 (4,625) 56,317
=========== ========= ======== ============= =========== ==========
Book Value per
Common Share 15.86 17.08 15.42 16.54
</TABLE>
20
<PAGE> 21
NOTES TO SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
(1) The following assumptions were made in presenting the summary
unaudited consolidated pro forma financial information:
(a) The information assumes that 500,000 shares are repurchased and
recorded as Treasury Shares at $9.00 per Share.
(b) Expenses directly related to the Offer are assumed to be $125,000
and have been charged against Treasury Shares.
(c) The information assumes a reduction in interest income at an
assumed rate of 5.5% (which approximates the rate at which
interest was earned on invested funds during the periods
presented) on $4,625,000 of Company funds used to purchase the
Shares under, and pay the expenses of, the Offer.
(d) The assumed income tax rate applicable to pro forma adjustements
was 34% which is consistent with the rate for each of the
respective historical periods.
(2) The pro forma ratio of earnings to fixed charges was computed by
dividing the sum of (i) income from continuing operations before taxes
and (ii) fixed charges by the sum of (i) interest expense and (ii)
estimated interest within rental expenses.
(3) The amount of deficiency in earnings to achieve a one-to-one coverage
was $3,328,000.
(4) The amount of deficiency in earnings to achieve a
one-to-one coverage was $3,582,000.
ADDITIONAL INFORMATION. The Company is subject to the informational
filing requirements of the Exchange Act and, in accordance therewith, is
obligated to file reports and other information with the Commission relating to
its business, financial condition and other matters. Information, as of
particular dates, concerning the Company's directors and officers, their
remuneration, options granted to them, the principal holders of the Company's
securities and any material interest of such persons in transactions with the
Company is required to be disclosed in proxy statements distributed to the
Company's stockholders and filed with the Commission. Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 2120, Washington, D.C. 20549; at its regional offices located at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade
Center, New York, New York 10048. Copies of such material may also be obtained
by mail, upon payment of the Commission's customary charges, from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a Web site on the World
Wide Web at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission.
10. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING SHARES.
As of November 11, 1998, the Company had issued and outstanding 3,201,645
Shares and had 233,000 Shares issuable on the exercise of stock options
exercisable within 60 days. The 500,000 Shares that the Company is offering to
purchase represent approximately 15.6% of the Shares then outstanding. As of
November 11, 1998, the Company's directors and executive officers as a group
(10 persons) beneficially owned (including 122,700 shares issuable on the
exercise of options exercisable within 60 days) an aggregate of 450,604 Shares
representing approximately 13.1% of the outstanding Shares (including Shares
issuable on the exercise of options exercisable within 60 days).
21
<PAGE> 22
If the Company purchases 500,000 Shares pursuant to the Offer, the
Company's executive officers and directors as a group would own beneficially
(including Shares issuable or the exercise of options exercisable within 60
days) approximately 15.4% of the outstanding Shares immediately after the Offer
(including Shares issuable on the exercise of options exercisable within 60
days).
The Company has been advised that none of its directors or executive
officers intends to tender any Shares pursuant to the Offer.
Neither the Company, nor any subsidiary of the Company nor, to the best of
the Company's knowledge, any of the Company's directors or executive officers,
nor any affiliates of any of the foregoing, had any transactions in the Shares
during the 40 business days prior to the date hereof except that Charles S.
Gamble, an executive officer, purchased 200 Shares at a price of $6.63 per
Share on Nasdaq on October 15, 1998.
Except for outstanding options to purchase Shares granted from time to
time to certain employees (including executive officers) of the Company and to
outside directors on certain fixed dates pursuant to the Company's stock option
plans and options to purchase Shares granted to clinical advisors of a Company
subsidiary and except as otherwise described herein, neither the Company nor,
to the best of the Company's knowledge, any of its affiliates, directors or
executive officers is a party to any contract, arrangement, understanding or
relationship with any other person relating, directly or indirectly, to the
Offer with respect to any securities of the Company including, but not limited
to, any contract, arrangement, understanding or relationship concerning the
transfer or the voting of any such securities, joint ventures, loan or option
arrangements, puts or calls, guaranties of loans, guaranties against loss or
the giving or withholding of proxies, consents or authorizations.
11. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE
EXCHANGE ACT.
The Company's purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise be traded publicly and may reduce the
number of stockholders. However, the Company believes that there will still be
a sufficient number of Shares outstanding and publicly traded following
consummation of the Offer to ensure a continued trading market for the Shares
and, based on the published guidelines of Nasdaq, continued listing of the
Company's securities on Nasdaq.
The Shares are currently "margin securities" under the rules of the
Federal Reserve Board. This has the effect, among other things, of allowing
brokers to extend credit to their customers using such Shares as collateral.
The Company believes that, following the purchase of Shares pursuant to the
Offer, the Shares will continue to be "margin securities" for purposes of the
Federal Reserve Board's margin regulations.
Shares the Company acquires pursuant to the Offer will be retained as
treasury stock by the Company (unless and until the Company determines to
retire such Shares) and will be available for the Company to issue without
further stockholder action (except as required by applicable law or, if
retired, the rules of Nasdaq or any securities exchange on which Shares are
listed) for purposes including, but not limited to, the acquisition of other
businesses, the raising of additional capital for use in the Company's business
and the satisfaction of obligations under existing or future stock option and
employee benefit plans. The Company has no current plans for issuance of the
Shares repurchased pursuant to the Offer.
22
<PAGE> 23
The Shares are registered under the Exchange Act, which requires, among
other things, that the Company furnish certain information to its stockholders
and the Commission and comply with the Commission's proxy rules in connection
with meetings of the Company's stockholders. The Company believes that its
purchase of Shares pursuant to the Offer will not result in the Shares becoming
eligible for deregistration under the Exchange Act.
12. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.
The Company is not aware of any license or regulatory permit that appears
to be material to the Company's business that might be adversely affected by
the Company's acquisition of Shares as contemplated herein or of any approval
or other action by any government or governmental, administrative or regulatory
authority or agency, domestic or foreign, that would be required for the
acquisition or ownership of Shares by the Company as contemplated herein.
Should any such approval or other action be required, the Company presently
contemplates that such approval or other action will be sought. The Company is
unable to predict whether it may determine that it is required to delay the
acceptance for payment of or payment for Shares tendered pursuant to the
Offering pending the outcome of any such matter. There can be no assurance that
any such approval or other action, if needed, would be obtained or would be
obtained without substantial conditions or that the failure to obtain any such
approval or other action might not result in adverse consequences to the
Company's business. The Company's obligations under the Offer to accept for
payment and pay for Shares are subject to certain conditions. See Section 6.
13. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.
The following summary describes certain United States federal income tax
consequences relevant to the Offer. The discussion contained in this summary is
based upon the Internal Revenue Code of 1986, as amended to the date hereof
(the "Code"), existing and proposed United States Treasury regulations
promulgated thereunder, administrative pronouncements and judicial decisions,
changes to which could materially affect the tax consequences described herein
and could be made on a retroactive basis.
This summary discusses only Shares held as capital assets, within the
meaning of Section 1221 of the Code, and does not address all of the tax
consequences that may be relevant to particular stockholders in light of their
personal circumstances, or to certain types of stockholders (such as certain
financial institutions, dealers in securities or commodities, insurance
companies, tax-exempt organizations or persons who hold Shares as a position in
a "straddle" or as part of a "hedging" or "conversion" or "constructive sale"
transaction for United States federal income tax purposes). In particular, the
discussion of the consequences of an exchange of Shares for cash pursuant to
the Offer applies only to a United States stockholder (herein, a "Holder"). For
purposes of this summary, a "United States stockholder" is a beneficial owner
of the Shares who is (i) a citizen or resident of the United States, (ii) a
corporation, partnership or other entity created or organized in or under the
laws of the United States, any State or any political subdivision thereof,
(iii) an estate the income of which is subject to United States federal income
taxation regardless of source, or (iv) a trust the administration of which a
court within the United States is able to exercise primary supervision and all
substantial decisions of which one or more United States persons have the
authority to control. This discussion does not address the tax consequences to
foreign stockholders who will be subject to United States federal income tax on
a net basis on the proceeds of their exchange of Shares pursuant to the Offer
because such income is effectively connected with the conduct of a trade or
business within the United States. Such stockholders are generally subject to
tax in
23
<PAGE> 24
a manner similar to United States stockholders; however, certain special rules
apply. Foreign stockholders who are not subject to United States federal income
tax on a net basis should see Section 3 for a discussion of the applicable
United States withholding tax rules and the potential for obtaining a refund of
all or a portion of the tax withheld. This summary does not apply to foreign
stockholders who hold, actually or constructively, more than 5% of the stock of
the Company. Any such stockholder is strongly advised to consult its own tax
advisor. This summary may not be applicable with respect to Shares acquired as
compensation (including Shares acquired upon the exercise of options or which
were or are subject to forfeiture restrictions). This summary also does not
address the state, local or foreign tax consequences of participating in the
Offer. Each Holder of Shares should consult such Holder's tax advisor as to the
particular consequences to it of participation in the Offer.
CONSEQUENCES TO TENDERING HOLDERS OF EXCHANGE OF SHARES FOR CASH PURSUANT
TO THE OFFER. An exchange of Shares for cash pursuant to the Offer by a Holder
will be a taxable transaction for United States federal income tax purposes. As
a consequence of the exchange, the Holder will, depending on such Holder's
particular circumstances, be treated either as recognizing gain or loss from
the disposition of the Shares or as receiving a dividend distribution from the
Company. In general, if a Holder does not exercise control over the affairs of
the Company and all Shares actually or constructively owned by such Holder
under the applicable attribution rules are tendered and exchanged for cash in
the Offer, the Holder should be treated as recognizing gain or loss from the
disposition of Shares.
Under Section 302 of the Code, a Holder will recognize gain or loss on an
exchange of Shares for cash if the exchange (i) results in a "complete
termination" of all such Holder's equity interest in the Company, (ii) results
in a "substantially disproportionate" redemption with respect to such Holder or
(iii) is "not essentially equivalent to a dividend" with respect to the Holder.
In applying each of the Section 302 tests, a Holder must take into account not
only Shares actually owned by the Holder but also Shares owned by certain
related individuals and entities that are constructively owned by such Holder
pursuant to Section 318 of the Code.
A Holder that exchanges all Shares actually or constructively owned by
such Holder for cash pursuant to the Offer will be regarded as having
completely terminated such Holder's equity interest in the Company. An exchange
of Shares for cash will be a "substantially disproportionate" redemption with
respect to a Holder if the percentage of the then outstanding Shares owned by
such Holder immediately after the exchange is less than 80% of the percentage
of the Shares owned by such Holder immediately before the exchange. If an
exchange of Shares for cash fails to satisfy the "substantially
disproportionate" test, the Holder may nonetheless satisfy the "not essentially
equivalent to a dividend" test. A Holder who wishes to satisfy (or avoid) the
"not essentially equivalent to a dividend" test is urged to consult such
Holder's tax advisor because this test will be met only if the reduction in
such Holder's proportionate interest in the Company constitutes a "meaningful
reduction" given such Holder's particular facts and circumstances. The IRS has
indicated in published rulings that any reduction in the percentage interest of
a stockholder whose relative stock interest in a publicly held corporation is
minimal (an interest of less than 1% should satisfy this requirement) and who
exercises no control over corporate affairs should constitute such a
"meaningful reduction." There is some authority that if a Holder sells Shares
to persons other than the Company at or about the time such Holder also sells
shares to the Company pursuant to the Offer, and the various sales effected by
the Holder are part of an overall plan to reduce or terminate such Holder's
proportionate interest in the Company, then the sales to persons other than the
Company may, for United States federal income tax purposes, be integrated with
the Holder's sale of Shares pursuant to the Offer and, if integrated, may be
taken into account in determining whether the Holder
24
<PAGE> 25
satisfies any of the three tests described above. A Holder should consult his
tax advisor regarding the treatment of other exchanges of Shares for cash which
may be integrated with such Holder's sale of Shares to the Company pursuant to
the Offer.
If a Holder is treated as recognizing gain or loss from the disposition of
Shares for cash, such gain or loss will be equal to the difference between the
amount of cash received and such Holder's tax basis in the Shares exchanged
therefor. Any such gain or loss will be capital gain or loss and will be
long-term capital gain or loss if the holding period of the Shares exceeds one
year as of the date of the exchange. Any long-term capital gain recognized by
Holders that are individuals, estates or trusts will be taxable at a maximum
rate of 20% if the holding period of the Shares exceeds 12 months. However, any
short-term capital gain recognized by Holders that are individuals, estates or
trusts and any long-term or short-term capital gain recognized by Holders that
are corporations will be taxable at regular income tax rates.
If a Holder is not treated under the Section 302 tests as recognizing gain
or loss on an exchange of Shares for cash, the entire amount of cash received
by such Holder in such exchange will be treated as a dividend to the extent of
the Company's current and accumulated earnings and profits as determined for
United States federal income tax purposes. Such a dividend will be includible
in the Holder's gross income as ordinary income in its entirety, without
reduction for the tax basis of the Shares exchanged, and no loss will be
recognized. The Holder's tax basis in the Shares exchanged, however, will be
added to such Holder's tax basis in the remaining Shares that the Holder owns.
To the extent that cash received in exchange for Shares is treated as a
dividend to a corporate Holder, (i) it will be eligible for a
dividends-received deduction (subject to applicable limitations) and (ii) it
will be subject to the "extraordinary dividend" provisions of the Code. A
corporate Holder should consult its tax advisor concerning the availability of
the dividends-received deduction and the application of the "extraordinary
dividend" provisions of the Code.
The Company cannot presently determine whether or the extent to which the
Offer will be oversubscribed. If the Offer is oversubscribed, proration of
tenders pursuant to the Offer will cause the Company to accept fewer shares
than are tendered. Therefore, a Holder can be given no assurance that a
sufficient number of such Holder's Shares will be purchased pursuant to the
Offer to ensure that such purchase will be treated as a sale or exchange,
rather than as a dividend, for United States federal income tax purposes
pursuant to the rules discussed above.
CONSEQUENCES TO STOCKHOLDERS WHO DO NOT TENDER PURSUANT TO THE OFFER.
Stockholders who do not accept the Company's Offer to tender their Shares will
not incur any tax liability as a result of the consummation of the Offer.
See Section 3 with respect to the application of United States federal
income tax withholding to payments made to foreign stockholders and backup
withholding.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION
ONLY. EACH STOCKHOLDER IS URGED TO CONSULT SUCH HOLDER'S OWN TAX ADVISOR TO
DETERMINE THE PARTICULAR TAX CONSEQUENCES TO IT OF THE OFFER, INCLUDING THE
APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.
25
<PAGE> 26
14. EXTENSION OF OFFER; TERMINATION; AMENDMENT.
The Company expressly reserves the right, in its sole discretion, at any
time and from time to time, and regardless of whether or not any of the events
set forth in Section 6 shall have occurred or shall be deemed by the Company to
have occurred, to extend the period of time during which the Offer is open and
thereby delay acceptance for payment of, and payment for, any Shares by giving
oral or written notice of such extension to the Depositary and making a public
announcement thereof. The Company also expressly reserves the right, in its
sole discretion, to terminate the Offer and not accept for payment or pay for
any Shares not theretofore accepted for payment or paid for or, subject to
applicable law, to postpone payment for Shares upon the occurrence of any of
the conditions specified in Section 6 hereof by giving oral or written notice
of such termination or postponement to the Depositary and making a public
announcement thereof. The Company's reservation of the right to delay payment
for Shares which it has accepted for payment is limited by Rule 13e-4(f)(5)
promulgated under the Exchange Act, which requires that the Company must pay
the consideration offered or return the Shares tendered promptly after
termination or withdrawal of a tender offer. Subject to compliance with
applicable law, the Company further reserves the right, in its sole discretion,
and regardless of whether any of the events set forth in Section 6 shall have
occurred or shall be deemed by the Company to have occurred, to amend the Offer
in any respect (including, without limitation, by decreasing or increasing the
consideration offered in the Offer to holders of Shares or by decreasing or
increasing the number of Shares being sought in the Offer). Amendments to the
Offer may be made at any time and from time to time effected by public
announcement thereof, such announcement, in the case of an extension, to be
issued no later than 9:00 a.m., New York City time, on the next business day
after the last previously scheduled or announced Expiration Date. Any public
announcement made pursuant to the Offer will be disseminated promptly to
stockholders in a manner reasonably designed to inform stockholders of such
change. Without limiting the manner in which the Company may choose to make a
public announcement, except as required by applicable law, the Company shall
have no obligation to publish, advertise or otherwise communicate any such
public announcement other than by making a release to the Dow Jones News
Service.
If the Company materially changes the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, the Company will extend the Offer to the extent required by Rules
13e-4(d)(2) and 13e-4(e)(2) promulgated under the Exchange Act. These rules
require that the minimum period during which an offer must remain open
following material changes in the terms of the Offer or information concerning
the Offer (other than a change in price or a change in percentage of securities
sought) will depend on the facts and circumstances, including the relative
materiality of such terms or information. If (i) the Company increases or
decreases the price to be paid for Shares or the number of Shares being sought
in the Offer and, in the event of an increase in the number of Shares being
sought, such increase exceeds 2% of the outstanding Shares, and (ii) the Offer
is scheduled to expire at any time earlier than the tenth business day from,
and including, the date that notice of an increase or decrease is first
published, sent or given in the manner specified in this Section 14, the Offer
will then be extended until the expiration of such ten business days.
15. FEES AND EXPENSES.
The Company has retained American Stock Transfer & Trust Company to act as
Depositary and Georgeson & Company Inc. to act as Information Agent in
connection with the Offer. The Information Agent may contact stockholders by
mail, telephone, telegraph and personal interviews and may request brokers,
dealers and other nominee stockholders to forward materials relating to the
Offer to beneficial
26
<PAGE> 27
owners. The Information Agent and the Depositary will receive reasonable and
customary compensation for their services as such, will be reimbursed by the
Company for certain reasonable out-of-pocket expenses and will be indemnified
against certain liabilities in connection with the Offer, including certain
liabilities under the federal securities laws. Neither the Information Agent
nor the Depositary has been retained to make solicitations or recommendations
in connection with the Offer.
The Company will not pay fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer. The
Company will, however, upon request through the Information Agent, reimburse
brokers, dealers and commercial banks for customary mailing and handling
expenses incurred by such persons in forwarding the Offer and related materials
to the beneficial owners of Shares held by any such person as a nominee or in a
fiduciary capacity. No broker, dealer, commercial bank or trust company has
been authorized to act as the agent of the Company for purposes of the Offer.
The Company will pay or cause to be paid all stock transfer taxes, if any,
on its purchase of Shares except as otherwise provided in Instruction 7 in the
Letter of Transmittal.
16. MISCELLANEOUS.
The Company is not aware of any jurisdiction where the making of the Offer
is not in compliance with applicable law. If the Company becomes aware of any
jurisdiction where the making of the Offer is not in compliance with any valid
applicable law, the Company will make a good faith effort to comply with such
law. If, after such good faith effort, the Company cannot comply with such law,
the Offer will not be made to (nor will tenders be accepted from or on behalf
of) the holders of Shares residing in such jurisdiction. In any jurisdiction
the securities or blue sky laws of which require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on the
Company's behalf by one or more registered brokers or dealers license under the
laws of such jurisdiction.
Pursuant to Rule 13e-4 of the General Rules and Regulations under the
Exchange Act, the Company has filed with the Commission an Issuer Tender Offer
Statement on Schedule 13E-4 which contains additional information with respect
to the Offer. Such Schedule 13E-4, including the exhibits and any amendments
thereto, may be examined, and copies may be obtained, at the same places and in
the same manner as is set forth in Section 9 with respect to information
concerning the Company.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE COMPANY IN CONNECTION WITH THE OFFER OTHER THAN
THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER OF
TRANSMITTAL. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
ATRION CORPORATION
November 16, 1998
27
<PAGE> 28
Facsimile copies of the Letter of Transmittal will be accepted from
Eligible Institutions. The Letter of Transmittal and certificates for Shares
and any other required documents should be sent or delivered by each
stockholder or his or her broker, dealer, commercial bank, trust company or
other nominee to the Depositary at its address set forth below.
The Depositary for the Offer is:
American Stock Transfer & Trust Company
40 Wall Street
46th Floor
New York, New York 10005
By Facsimile Transmissions: (718) 234-5001
(for Eligible Institutions only)
Banks and Brokers Call: (718) 921-8200
All Others Call Toll Free: (800) 937-5449
Additional copies of the Offer to Purchase, the Letter of Transmittal or
other tender offer materials may be obtained from the Information Agent and
will be furnished at the Company's expense. Questions and requests for
assistance may be directed to the Information Agent as set forth below.
Stockholders may also contact their local broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
Georgeson & Company Inc.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
<PAGE> 1
EXHIBIT (a)(2)
LETTER OF TRANSMITTAL
TO
TENDER SHARES OF COMMON STOCK
OF
ATRION CORPORATION
PURSUANT TO THE OFFER TO PURCHASE
DATED NOVEMBER 16, 1998
- ------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON TUESDAY, DECEMBER 15, 1998, UNLESS THE OFFER IS
EXTENDED.
- ------------------------------------------------------------------------------
THE DEPOSITARY FOR THE OFFER IS:
AMERICAN STOCK TRANSFER & TRUST COMPANY
40 Wall Street
46th Floor
New York, New York 10005
By Facsimile Transmission: (718) 234-5001
(for Eligible Institutions only)
Confirm by Telephone: (800) 937-5499
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE
ACCOMPANYING INSTRUCTIONS, CAREFULLY BEFORE CHECKING ANY BOX BELOW.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- ---------------------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) Shares Tendered
(Please fill in exactly as name(s) appear(s) on certificate(s) (Attach additional list if necessary)
- ---------------------------------------------------------------------------------------------------------------------------------
Total Number
of Shares Number
Certificate Represented by of Shares
Number(s)(1) Certificate(s) Tendered (2)
-------------------------------------------------------------------
<S> <C> <C> <C>
-------------------------------------------------------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
Total Shares
- ---------------------------------------------------------------------------------------------------------------------------------
Indicate in this box the order (by certificate number) in which Shares are to be purchased in the event of proration.(3) (Attach
additional signed list if necessary.) See Instruction 14.
1st:_______ 2nd:_______ 3rd:_______ 4th:_______ 5th:_______
(1) Need not be completed by stockholders tendering Shares by book-entry transfer.
(2) Unless otherwise indicated, it will be assumed that all Shares represented by each Share certificate delivered to the
Depositary are being tendered hereby. See Instruction 4.
(3) If you do not designate an order, then in the event less than all Shares tendered are purchased due to proration, Shares will
be selected for purchase by the Depositary. See Instruction 14.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE COMPANY WILL NOT
BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID
DELIVERY. DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE
VALID DELIVERY TO THE DEPOSITARY.
This Letter of Transmittal is to be used only if certificates are to be
forwarded herewith or if delivery of Shares (as defined below) is to be made by
book-entry transfer to the Depositary's account at The Depository Trust Company
(the "Book-Entry Transfer Facility") pursuant to the procedures set forth in
Section 3 of the Offer to Purchase (as defined below).
Stockholders whose Share certificates are not immediately available, who
cannot deliver certificates and any other documents required to the Depositary
by the Expiration Date (as defined in the Offer to Purchase), or who cannot
complete the procedure for book-entry transfer prior to the Expiration Date
must tender their Shares using the guaranteed delivery procedure set forth in
Section 3 of the Offer to Purchase.
See Instruction 2.
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
[_] CHECK HERE IF TENDERED SHARES ARE ENCLOSED HEREWITH.
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
-------------------------------------------
Account No.:
-------------------------------------------------------------
Transaction Code No.:
----------------------------------------------------
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):
-----------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
----------------------
Name of Institution that Guaranteed Delivery:
----------------------------
If delivery is by book-entry transfer:
Name of Tendering Institution:
---------------------------------------
Account No.:
---------------------------------------------------------
Transaction Code No.:
----------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
2
<PAGE> 3
Ladies and Gentlemen:
The undersigned hereby tenders to Atrion Corporation, a Delaware
corporation (the "Company"), the above-described shares of its common stock,
par value $.10 per share (such shares, together with associated common stock
purchase rights issued pursuant to the Rights Agreement, dated as of February
1, 1990, between the Company and American Stock Transfer & Trust Company as
Rights Agent, as amended, are hereinafter referred to as the "Shares"), at the
price per Share indicated in this Letter of Transmittal, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated November 16, 1998 (the "Offer to Purchase"), receipt of which is
hereby acknowledged, and in this Letter of Transmittal (which together
constitute the "Offer").
Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with 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), the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to all the Shares that are being tendered
hereby or orders the registration of such Shares tendered by book-entry
transfer that are purchased pursuant to the Offer to or upon the order of the
Company and hereby irrevocably constitutes and appoints the Depositary the true
and lawful agent and attorney-in-fact of the undersigned with respect to such
Shares, with full power of substitution (such power of attorney being deemed to
be an irrevocable power coupled with an interest), to:
(i) deliver certificates for such Shares, or transfer ownership of such
Shares on the account books maintained by the Book-Entry Transfer
Facility, together, in any such case, with all accompanying
evidences of transfer and authenticity, to or upon the order of the
Company upon receipt by the Depositary, as the undersigned's agent,
of the Purchase Price (as defined below) with respect to such
Shares;
(ii) present certificates for such Shares for cancellation and transfer
on the books of the Company; and
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares, all in accordance with the terms of the
Offer.
The undersigned hereby represents and warrants to the Company that the
undersigned has full power and authority to tender, sell, assign and transfer
the Shares tendered hereby and that, when and to the extent the same are
accepted for payment by the Company, the Company will acquire good, marketable
and unencumbered title thereto, free and clear of all liens, restrictions,
charges, encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the same will not be subject to
any adverse claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or the Company to be necessary or
desirable to complete the sale, assignment and transfer of the Shares tendered
hereby.
The undersigned represents and warrants to the Company that the
undersigned has read and agrees to all of the terms of the Offer. All authority
herein conferred or agreed to be conferred shall not be affected by and shall
survive the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. Except as stated in
the Offer, this tender is irrevocable.
3
<PAGE> 4
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
Instructions will constitute the undersigned's acceptance of the terms and
conditions of the Offer, as well as the undersigned's representation and
warranty to the Company that (i) the undersigned has a net long position in the
Shares or equivalent securities being tendered within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and (ii) the tender of such Shares complies with Rule 14e-4 of
the Exchange Act. The Company's acceptance for payment of Shares tendered
pursuant to the Offer will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of the
Offer.
The names and addresses of the registered holders should be printed, if
they are not already printed above, exactly as they appear on the certificates
representing Shares tendered hereby. The certificate numbers, the number of
Shares represented by such certificates, the number of Shares that the
undersigned wishes to tender and the purchase price at which such Shares are
being tendered should be indicated in the appropriate boxes on this Letter of
Transmittal.
The undersigned understands that the Company will, upon the terms and
subject to the conditions of the Offer, determine the lowest single per Share
price (not greater than $9.00 nor less than $7.00 per Share), net to the seller
in cash (the "Purchase Price"), that will allow it to purchase 500,000 Shares
(or such lesser number of Shares as are validly tendered and not withdrawn)
pursuant to the Offer. The undersigned understands that the Company will pay
the Purchase Price for all Shares validly tendered at prices at or below the
Purchase Price and not withdrawn, upon the terms and subject to the conditions
of the Offer, the procedure pursuant to which Shares will be accepted for
payment and the proration provisions. Certificates representing Shares tendered
at prices greater than the Purchase Price and not withdrawn and Shares not
purchased because of proration will be returned at the Company's expense. See
Section 1 of the Offer to Purchase.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may not be required to purchase any of the Shares tendered hereby or may accept
for payment fewer than all of the Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the Purchase Price of any Shares purchased, and
return any Shares not tendered or not purchased, in the name(s) of the
undersigned (and, in the case of Shares tendered by book-entry transfer, by
credit to the account at the Book-Entry Transfer Facility). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the
check for the Purchase Price of any Shares purchased and any certificates for
Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and
"Special Delivery Instructions" are completed, please issue the check for the
Purchase Price of any Shares purchased and return any Shares not tendered or
not purchased in the name(s) of, and mail such check and any certificates to,
the person(s) so indicated. The undersigned recognizes that the Company has no
obligation, pursuant to the "Special Payment Instructions," to transfer any
Shares from the name of the registered holder(s) thereof if the Company does
not accept for payment any of the Shares so tendered.
4
<PAGE> 5
The undersigned understands that acceptance of Shares by the Company for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED.
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE,A SEPARATE
LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED MUST BE USED.
(See Instruction 5)
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX
AND INSTRUCTIONS BELOW), THERE IS NO VALID TENDER OF SHARES.
<TABLE>
<S> <C> <C>
[_] $7.00 [_] $8.00
[_] $7.25 [_] $8.25
[_] $7.50 [_] $8.50
[_] $7.75 [_] $8.75
[_] $9.00
</TABLE>
ODD LOTS
(SEE INSTRUCTION 9)
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person who owned beneficially as of the close of business on
November 13, 1998, and who continues to own beneficially as of the Expiration
Date, an aggregate of fewer than 100 Shares.
The undersigned either (check one box):
[_] owned beneficially as of the close of business on November 13, 1998, and
continues to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares, all of which are being tendered, or
[_] is a broker, dealer, commercial bank, trust company or other nominee that
(i) is tendering, for the beneficial owners thereof, Shares with respect
to which it is the record owner, and (ii) believes, based upon
representations made to it by each such beneficial owner, that such
beneficial owner owned beneficially as of the close of business on
November 13, 1998, and continues to own beneficially as of the Expiration
Date, an aggregate of fewer than 100 Shares and is tendering all of such
Shares.
If you do not wish to specify a purchase price, check the following box,
in which case you will be deemed to have tendered at the Purchase Price
determined by the Company in accordance with the terms of the Offer (persons
checking this box need not indicate the price per Share in the box entitled
"Price (In Dollars) Per Share At Which Shares are Being Tendered" in this
Letter of Transmittal). [_]
5
<PAGE> 6
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the check for the aggregate Purchase Price of
Shares purchased and certificates for Shares not tendered or not purchased are
to be issued in the name of someone other than the undersigned.
Issue [ ] check and/or [ ] certificate(s) to:
Name:
-------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(PLEASE PRINT)
Address:
----------------------------------------------------------------------
- ------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- ------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
- ------------------------------------------------------------------------------
(BOOK-ENTRY TRANSFER FACILITY ACCOUNT NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 6 AND 8)
To be completed ONLY if the check for the Purchase Price of Shares
purchased and/or certificates for Shares not tendered or not purchased are to
be mailed to someone other than the undersigned or to the undersigned at an
address other than that shown below the undersigned's signature(s).
Issue [ ] check and/or [ ] certificate(s) to:
Name:
-------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(PLEASE PRINT)
Address:
----------------------------------------------------------------------
- ------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- ------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
- ------------------------------------------------------------------------------
(BOOK-ENTRY TRANSFER FACILITY ACCOUNT NUMBER)
6
<PAGE> 7
IMPORTANT
PLEASE SIGN HERE
(To be completed by all Stockholders)
Signature(s) of stockholder(s): ________________________________________________
________________________________________________________________________________
Dated:________________________________, 1998
Name(s): _______________________________________________________________________
_______________________________________________________________________
(PLEASE PRINT)
Capacity (Full Title): _________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No.: ___________________________________________________
(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 6.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6)
Firm Name: _____________________________________________________________________
(PLEASE PRINT)
Authorized Signature: __________________________________________________________
Title: _________________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ________________________________________________
Dated:_______________________________, 1998
7
<PAGE> 8
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by a firm that is an Eligible Institution (as defined
below), unless (i) this Letter of Transmittal is signed by the registered
holder(s) of the Shares (which term, for purposes of this document, shall
include any participant in a Book-Entry Transfer Facility whose name appears on
a security position listing as the owner of Shares) tendered herewith and such
holder(s) have not completed the box entitled "Special Payment Instructions" or
the box entitled "Special Delivery Instructions" on this Letter of Transmittal,
or (ii) such Shares are tendered for the account of a member firm of a
registered national securities exchange, a member of the National Association
of Securities Dealers, Inc. or a commercial bank or trust company (not a
savings bank or savings and loan association) having an office, branch or
agency in the United States (each such entity, an "Eligible Institution"). See
Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be used either if Share
certificates are to be forwarded herewith or if delivery of Shares is to be
made by book-entry transfer pursuant to the procedures set forth in Section 3
of the Offer to Purchase. Certificates for all physically delivered Shares, or
a confirmation of a book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of all Shares delivered electronically, as well as
a properly completed and duly executed Letter of Transmittal (or manually
signed facsimile thereof) and any other documents required by this Letter of
Transmittal, must be received by the Depositary at its address set forth on the
front page of this Letter of Transmittal prior to the Expiration Date. If
certificates are forwarded to the Depositary in multiple deliveries, a properly
completed and duly executed Letter of Transmittal must accompany each such
delivery.
Stockholders whose Share certificates are not immediately available, who
cannot deliver their Shares and all other required documents to the Depositary
or who cannot complete the procedure for delivery by book-entry transfer prior
to the Expiration Date must tender their Shares pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to
such procedure: (i) such tender must be made by or through an Eligible
Institution; (ii) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by the Company (with any required
signature guarantees) must be received by the Depositary prior to the
Expiration Date; and (iii) the certificates for all physically delivered Shares
in proper form for transfer by delivery, or a confirmation of a book-entry
transfer into the Depositary's account at the Book-Entry Transfer Facility of
all Shares delivered electronically, in each case together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) and
any other documents required by this Letter of Transmittal, must be received by
the Depositary within three trading days on The Nasdaq Stock Market after the
date the Depositary receives such Notice of Guaranteed Delivery, all as
provided in Section 3 of the Offer to Purchase.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND
RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY
WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERTY INSURED, IS RECOMMENDED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
8
<PAGE> 9
No alternative or contingent tenders will be accepted. By executing this
Letter of Transmittal (or facsimile thereof), the tendering stockholder waives
any right to receive any notice of the acceptance for payment of the Shares.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and the number of Shares should be listed on a separate
signed schedule and attached to this Letter of Transmittal.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY
BOOK-ENTRY TRANSFER). If fewer than all the Shares represented by any
certificate delivered to the Depositary are to be tendered, fill in the number
of Shares that are to be tendered in the box entitled "Number of Shares
Tendered." In such case, a new certificate for the remainder of the Shares
represented by the old certificate will be sent to the person(s) signing this
Letter of Transmittal, unless otherwise provided in the "Special Payment
Instructions" or "Special Delivery Instructions" boxes on this Letter of
Transmittal, as promptly as practicable following the expiration or termination
of the Offer. All Shares represented by certificates delivered to the
Depositary will be deemed to have been tendered unless otherwise indicated.
5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. For Shares to
be validly tendered, the stockholder must check the box indicating the price
per Share at which such stockholder is tendering Shares under "Price (In
Dollars) Per Share At Which Shares Are Being Tendered" in this Letter of
Transmittal, except that Odd Lot Owners (as defined in Section 1 of the Offer
to Purchase) may check the box above in the section entitled "Odd Lots"
indicating that such stockholder is tendering all Shares at the Purchase Price
determined by the Company.
ONLY ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR (OTHER
THAN AS DESCRIBED ABOVE FOR ODD LOT OWNERS) IF NO BOX IS CHECKED, THERE IS NO
VALID TENDER OF SHARES. A stockholder wishing to tender portions of such
stockholder's Share holdings at different prices must complete a separate
Letter of Transmittal for each price at which such stockholder wishes to tender
each such portion of such stockholder's Shares. The same Shares cannot be
tendered (unless previously validly withdrawn as provided in Section 4 of the
Offer to Purchase) at more than one price.
6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signatures(s) must correspond with the name(s) as written
on the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or facsimiles thereof) as there are
different registrations of such Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock
powers are required unless payment of the Purchase Price is to be made to, or
Shares not tendered or not purchased are to be registered in the name of, any
person other than the registered holder(s), in which case the certificate(s)
evidencing the Shares tendered hereby
9
<PAGE> 10
must be endorsed or accompanied by appropriate stock powers, in either case
signed exactly as the name(s) of the registered holder(s) appear(s) on such
certificates. Signatures on any such certificates or stock powers must be
guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates evidencing the
Shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on such certificate(s). Signature(s) on any such
certificates or stock powers must be guaranteed by an Eligible Institution. See
Instruction 1.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory
to the Company of the authority of such person so to act must be submitted.
7. STOCK TRANSFER TAXES. The Company will pay or cause to be paid any
stock transfer taxes with respect to the sale and transfer of any Shares to it
or its order pursuant to the Offer. If, however, payment of the aggregate
Purchase Price is to be made to, or Shares not tendered or not purchased are to
be registered in the name of, any person other than the registered holder(s),
or if tendered Shares are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder(s), such other person or
otherwise) payable on account of the transfer to such person will be deducted
from the purchase price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted. See Section 5 of the Offer to
Purchase. EXCEPT AS PROVIDED IN THIS INSTRUCTION 7, IT WILL NOT BE NECESSARY TO
AFFIX TRANSFER TAX STAMPS TO THE CERTIFICATES REPRESENTING SHARES TENDERED
HEREBY.
8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any Shares tendered hereby is to be issued in the name of, or any
Shares not tendered or not purchased are to be returned to, a person other than
the person(s) signing this Letter of Transmittal, or if the check or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of Shares
Tendered," then the boxes captioned "Special Payment Instructions" and "Special
Delivery Instructions" on this Letter of Transmittal should be completed.
Stockholders tendering Shares by book-entry transfer will have any Shares not
accepted for payment returned by crediting the account maintained by such
stockholder at the Book-Entry Transfer Facility from which such transfer was
made.
9. ODD LOTS. As described in Section 1 of the Offer to Purchase, if fewer
than all Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date are to be purchased, the Shares
purchased first will consist of all Shares tendered by any stockholder who
owned beneficially as of the close of business on November 13, 1998, and
continues to own beneficially as of the Expiration Date, an aggregate of fewer
than 100 Shares and who validly tendered all such Shares at or below the
Purchase Price (including by not designating a purchase price as described
above). Partial tenders of Shares will not qualify for this preference and this
preference will not be available unless the box captioned "Odd Lots" in this
Letter of Transmittal and the Notice of Guaranteed Delivery, if any, is
completed.
10
<PAGE> 11
10. SUBSTITUTE FORM W-9 AND FORM W-8. Under the United States federal
income tax backup withholding rules, unless an exemption applies under the
applicable law and regulations, 31% of the gross proceeds payable to a
stockholder or other payee pursuant to the Offer must be withheld and remitted
to the United States Treasury, unless the stockholder or other payee provides
such person's taxpayer identification number (employer identification number or
social security number) to the Depositary and certifies that such number is
correct. Therefore, each tendering stockholder must complete and sign the
Substitute Form W-9 included as part of this Letter of Transmittal so as to
provide the information and certification necessary to avoid backup
withholding, unless such stockholder otherwise establishes to the satisfaction
of the Depositary that it is not subject to backup withholding. Certain
stockholders (including, among others, all corporations and certain foreign
stockholders) are not subject to these backup withholding requirements. To
prevent possible erroneous backup withholding, an exempt holder must enter its
correct taxpayer identification number in Part 1 of Substitute Form W-9,
certify that such Stockholder is not subject to backup withholding in Part 2 of
such form, and sign and date the form. See the enclosed Guidelines for
Certification of Taxpayer Identification Number or Substitute Form W-9 for
additional instructions. In order for a foreign stockholder to qualify as an
exempt recipient, a foreign stockholder must submit an Internal Revenue Service
("IRS") Form W-8 or a Substitute Form W-8, signed under penalties of perjury,
attesting to that stockholder's exempt status. Form W-8 may be obtained from
the Depositary.
11. WITHHOLDING ON FOREIGN STOCKHOLDERS. Even if a foreign stockholder has
provided the required certification to avoid backup withholding, the Depositary
will withhold United States federal income taxes equal to 30% of the gross
payments payable to a foreign stockholder or its agent unless (A) the
Depositary determines that a reduced rate of withholding is available pursuant
to a tax treaty or that an exemption from withholding is applicable because
such gross proceeds are effectively connected with the conduct of a trade or
business in the United States or (B) the foreign stockholder establishes to the
satisfaction of the Company and the Depositary that the sale of Shares by such
foreign stockholder pursuant to the Offer will qualify as a "sale or exchange,"
rather than as a distribution taxable as a dividend, for United States federal
income tax purposes (see Section 13 of the Offer to Purchase). For this
purpose, a foreign stockholder is any stockholder that is not (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
created or organized in or under the laws of the United States, any State or
any political subdivision thereof, (iii) an estate, the income of which is
subject to United States federal income taxation regardless of the source of
such income or (iv) a trust the administration of which a court within the
United States is able to exercise primary supervision and all substantial
decisions of which one or more United States persons have the authority to
control. In order to obtain a reduced rate of withholding pursuant to a tax
treaty, a foreign stockholder must deliver to the Depositary a properly
completed IRS Form 1001. In order to obtain an exemption from withholding on
the grounds that the gross proceeds paid pursuant to the Offer are effectively
connected with the conduct of a trade or business within the United States, a
foreign stockholder must deliver to the Depositary a properly completed IRS
Form 4224. The Depositary will determine a stockholder's status as a foreign
stockholder and eligibility for a reduced rate of, or an exemption from,
withholding by reference to outstanding certificates or statements concerning
eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS
Form 1001 or IRS Form 4224) unless facts and circumstances indicate that such
reliance is not warranted. A foreign stockholder may be eligible to obtain a
refund of all or a portion of any tax withheld if such stockholder meets the
"complete redemption," "substantially disproportionate" or "not essentially
equivalent to a dividend" test described in Section 13 of the Offer to Purchase
or is otherwise able to establish that no tax or a reduced amount of tax is
due. Each foreign stockholder is urged to consult its tax advisor regarding the
application of
11
<PAGE> 12
United States federal income tax withholding, including eligibility for a
withholding tax reduction or exemption and refund procedures.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or
requests for assistance may be directed to the Information Agent at its address
and telephone number below. Requests for additional copies of the Offer to
Purchase, this Letter of Transmittal or other tender offer materials may be
directed to the Information Agent, and such copies will be furnished promptly
at the Company's expense. Stockholders may also contact their local broker,
dealer, commercial bank or trust company for documents relating to, or
assistance concerning, the Offer.
13. IRREGULARITIES. All questions as to the number of Shares to be
accepted, the price to be paid therefor and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by the Company, in its sole discretion, which determination
shall be final and binding on all parties. The Company reserves the absolute
right to reject any or all tenders it determines not to be in proper form or
the acceptance of or payment for which may, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the absolute right to waive any
of the conditions of the Offer and any defect or irregularity in the tender of
any particular Shares or any particular stockholder. No tender of Shares will
be deemed to be validly made until all defects or irregularities have been
cured or waived. None of the Company, the Depositary, the Information Agent or
any other person is or will be obligated to give notice of any defects or
irregularities in tenders, and none of them will incur any liability for
failure to give any such notice.
14. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in Section 1 of
the Offer to Purchase, stockholders may designate the order in which their
Shares are to be purchased in the event of proration. The order of purchase may
have an effect on the United States federal income tax classification of any
gain or loss on the Shares purchased. See Sections 1 and 13 of the Offer to
Purchase.
15. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any stockholder
whose certificates have been mutilated, lost, stolen or destroyed should
contact the Company's transfer agent, American Stock Transfer & Trust Company
(the "Transfer Agent"), at 40 Wall Street, 46th Floor, New York, New York 10005
for further instructions as soon as possible. In the event of a mutilated,
lost, stolen or destroyed certificate, certain procedures will be required to
be completed before this Letter of Transmittal can be processed. Because these
procedures may take a substantial amount of time to complete, notice of any
mutilated, lost, stolen or destroyed certificate should be provided to the
Transfer Agent as soon as possible.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF) TOGETHER
WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, PRIOR TO THE EXPIRATION
DATE. STOCKHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED SUBSTITUTE FORM W-9
WITH THEIR LETTER OF TRANSMITTAL.
12
<PAGE> 13
TO BE COMPLETED BY ALL TENDERING REGISTERED HOLDERS OF SECURITIES
PAYOR'S NAME: AMERICAN STOCK TRANSFER & TRUST COMPANY
<TABLE>
<CAPTION>
SUBSTITUTE REQUEST FOR TAXPAYER
FORM W9 IDENTIFICATION NUMBER AND CERTIFICATION GIVE FORM TO THE
DEPARTMENT OF THE TREASURY REQUESTER. DO NOT
INTERNAL REVENUE SERVICE SEND TO THE IRS.
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------
PART 1 TAXPAYER IDENTIFICATION NUMBER (TIN)
- ------------------------------------------------------------------------------------------------------------------------
Enter your TIN in the appropriate box. For
individuals, this is your social security number (SSN). ---------------------------------------------------------
However, if you are a resident alien OR a sole Social security number
proprietor, see the instructions on page 2. For other
entities, it is your employer identification number ---------------------------------------------------------
(EIN). If you do not have a number, see HOW TO GET
A TIN on page 2. OR
NOTE: If the account is in more than one name, see ---------------------------------------------------------
the chart on page 2 for guidelines on whose number to Employer identification number
enter.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
PART 2 - CERTIFICATION
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me), AND
2. I am not subject to backup withholding because: (A) I am exempt from
backup withholding, or (B) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result
of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS. - You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax
return. For real estate transactions, item 2 does not apply. For mortgage
interest paid, acquisition or abandonment of secured property, cancellation of
debt, contributions to an individual retirement arrangement (IRA), and
generally, payments other than interest and dividends, you are not required to
sign the Certification, but you must provide your correct TIN. (See the
instructions on page 2.)
SIGNATURE DATE
---------------------------------- ----------------------------
PART 3 - AWAITING TIN [_]
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and that I mailed or delivered an application to
receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that if I do not
provide a taxpayer identification number to the payor within 60 days, the payor
is required to withhold 31% of all reportable payments made to me thereafter
until I provide a number.
SIGNATURE DATE
---------------------------------- ----------------------------
13
<PAGE> 14
THE INFORMATION AGENT FOR THE OFFER IS:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
BANKS AND BROKERS CALL COLLECT: (212) 440-9800
ALL OTHERS CALL TOLL-FREE: (800) 223-2064
THE DEPOSITARY FOR THE OFFER IS:
AMERICAN STOCK TRANSFER & TRUST COMPANY
40 Wall Street
46th Floor
New York, New York 10005
BANKS AND BROKERS CALL: (718) 921-8200
ALL OTHERS CALL TOLL-FREE: (800) 937-5449
<PAGE> 1
EXHIBIT (a)(3)
ATRION CORPORATION
NOTICE OF GUARANTEED DELIVERY
OF SHARES OF COMMON STOCK
This form, or a form substantially equivalent to this form, must be used
to accept the Offer (as defined below) if certificates for the shares of common
stock of Atrion Corporation are not immediately available, if the procedure for
book-entry transfer cannot be completed on a timely basis, or if time will not
permit all other documents required by the Letter of Transmittal to be
delivered to the Depositary (as defined below) prior to the Expiration Date (as
defined in Section 1 of the Offer to Purchase defined below). Such form may be
delivered by hand or transmitted by mail or overnight courier, or (for Eligible
Institutions only) by facsimile transmission, to the Depositary. See Section 3
of the Offer to Purchase. THE ELIGIBLE INSTITUTION WHICH COMPLETES THIS FORM
MUST COMMUNICATE THE GUARANTEE TO THE DEPOSITARY AND MUST DELIVER THE LETTER OF
TRANSMITTAL AND CERTIFICATES FOR SHARES TO THE DEPOSITARY WITHIN THE TIME SHOWN
HEREIN. FAILURE TO DO SO COULD RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE
INSTITUTION.
The Depositary for the Offer is:
American Stock Transfer & Trust Company
40 Wall Street, 46th Floor
New York, New York 10005
By Facsimile Transmission: (718) 234-5001
(for Eligible Institutions only)
Banks and Brokers call: (718) 921-8200
All others call toll-free: (800) 937-5449
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE
LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an Eligible Institution
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
<PAGE> 2
Ladies and Gentlemen:
The undersigned hereby tenders to Atrion Corporation, a Delaware
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Offer to Purchase dated November 16, 1998 (the "Offer to
Purchase"), and the related Letter of Transmittal (which together constitute
the "Offer"), receipt of which is hereby acknowledged, the number of shares of
common stock, par value $.10 per share (such shares, together with associated
common stock purchase rights issued pursuant to the Rights Agreement, dated as
of February 1, 1990, as amended, between the Company and American Stock
Transfer & Trust Company as Rights Agent, are hereinafter referred to as the
"Shares"), of the Company listed below, pursuant to the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase.
- -----------------------------------------------
Number of Shares
- -----------------------------------------------
Certificate Nos.: (if available)
If shares will be tendered by book entry transfer:
- -----------------------------------------------
Name of Tendering Institution
- -----------------------------------------------
Account No. at The Depository Trust Company
Dated:_________________________________________
- -----------------------------------------------
Signature(s)
- -----------------------------------------------
Name(s) (Please Print)
- -----------------------------------------------
- -----------------------------------------------
- -----------------------------------------------
- -----------------------------------------------
Address(es)
- -----------------------------------------------
Area Code/Telephone Number
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED.
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE,
A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE
SPECIFIED MUST BE USED.
(SEE INSTRUCTION 5.)
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS
CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS BELOW),
THERE IS NO VALID TENDER OF SHARES.
<TABLE>
<S> <C> <C>
[ ] $7.00 [ ] $8.00
[ ] $7.25 [ ] $8.25
[ ] $7.50 [ ] $8.50
[ ] $7.75 [ ] $8.75
[ ] $9.00
</TABLE>
2
<PAGE> 3
ODD LOTS
(SEE INSTRUCTION 9)
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person who owned beneficially as of the close of business on
November 13, 1998, and who continues to own beneficially as of the Expiration
Date, an aggregate of fewer than 100 Shares.
The undersigned either (check one box):
[ ] owned beneficially as of the close of business on November 13, 1998, and
continues to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares, all of which are being tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other nominee that
(i) is tendering, for the beneficial owners thereof, Shares with respect
to which it is the record owner, and (ii) believes, based upon
representations made to it by each such beneficial owner, that such
beneficial owner owned beneficially as of the close of business on
November 13, 1998, and continues to own beneficially as of the Expiration
Date, an aggregate of fewer than 100 Shares and is tendering all of such
Shares.
If you do not wish to specify a purchase price, check the following box,
in which case you will be deemed to have tendered at the Purchase Price
determined by the Company in accordance with the terms of the Offer (persons
checking this box need not indicate the price per Share in the box entitled
"Price (In Dollars) Per Share At Which Shares are Being Tendered" in this
Letter of Transmittal). [ ]
3
<PAGE> 4
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc. or
a commercial bank or trust company (not a savings bank or savings and loan
association) having an office, branch or agency in the United States hereby
guarantees: (i) that the above-named person(s) has a net long position in the
Shares being tendered within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended; (ii) that such tender of Shares
complies with Rule 14e-4; and (iii) to deliver to the Depositary at its address
set forth above certificate(s) for the Shares tendered hereby, in proper form
for transfer, or a confirmation of the book-entry transfer of the Shares
tendered hereby into the Depositary's account at The Depository Trust Company,
in each case together with a properly completed and duly executed Letter(s) of
Transmittal (or facsimile(s) thereof), with any required signature guarantee(s)
and any other required documents, all within three trading days on The Nasdaq
Stock Market after the Depositary receives this Notice.
- ---------------------------------------
Name of Firm
- ---------------------------------------
- ---------------------------------------
Address
- ---------------------------------------
City, State, Zip Code
- ---------------------------------------
Area Code and Telephone Number
- ---------------------------------------
Authorized Signature
- ---------------------------------------
Name (Please Print)
- ---------------------------------------
Title
Dated:_________________________________
DO NOT SEND SHARE CERTIFICATES WITH THIS FORM.
YOUR SHARE CERTIFICATES MUST BE SENT WITH
THE LETTER OF TRANSMITTAL.
4
<PAGE> 1
EXHIBIT (a)(4)
ATRION CORPORATION
OFFER TO PURCHASE FOR CASH
UP TO 500,000 SHARES OF ITS COMMON STOCK
AT
A PURCHASE PRICE NOT GREATER THAN
$9.00 NOR LESS THAN $7.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON TUESDAY, DECEMBER 15, 1998, UNLESS THE OFFER IS EXTENDED.
November 16, 1998
To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:
We are enclosing the material listed below relating to the offer of Atrion
Corporation, a Delaware corporation (the "Company"), to purchase up to 500,000
shares of its common stock, par value $.10 per share (such shares together with
associated common stock purchase rights issued pursuant to the Rights
Agreement, dated as of February 1, 1990, as amended, between the Company and
American Stock Transfer & Trust Company as Rights Agent, are hereinafter
referred to as the "Shares"), at prices not greater than $9.00 nor less than
$7.00 per Share, net to the seller in cash, specified by tendering
stockholders, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated November 16, 1998 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which together constitute the "Offer").
The Company will, upon the terms and subject to the conditions of the
Offer, determine the lowest single per Share price (not greater than $9.00 nor
less than $7.00 per Share), net to the seller in cash (the "Purchase Price"),
that will allow it to purchase 500,000 Shares (or such lesser number of Shares
as are validly tendered and not withdrawn) pursuant to the Offer. The Company
will pay the Purchase Price for all Shares validly tendered at prices at or
below the Purchase Price and not withdrawn, upon the terms and subject to the
conditions of the Offer, the procedure pursuant to which Shares will be
accepted for payment and the proration provisions. Certificates representing
Shares tendered at prices in excess of the Purchase Price and not withdrawn and
Shares not purchased because of proration will be returned at the Company's
expense. The Company reserves the right, in its sole discretion, to purchase
more than 500,000 Shares pursuant to the Offer.
THIS OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6 OF THE OFFER TO PURCHASE.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible. The Company will, upon request, reimburse you for
reasonable
<PAGE> 2
and customary handling and mailing expenses incurred by you in forwarding any
of the enclosed materials to your clients.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. The Offer to Purchase;
2. The Letter of Transmittal for your use and for the information of
your clients;
3. A letter to stockholders of the Company from Emile A. Battat,
Chairman, President and Chief Executive Officer;
4. The Notice of Guaranteed Delivery to be used to accept the Offer if
the Shares and all other required documents cannot be delivered to the
Depositary by the Expiration Date (each as defined in the Offer to
Purchase);
5. A letter that may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space for obtaining such clients' instructions with regard to the Offer;
and
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 providing information relating to United States
federal income tax backup withholding.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON TUESDAY, DECEMBER 15, 1998, UNLESS THE OFFER IS EXTENDED.
The Company will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer. The
Company will, upon request, reimburse you for reasonable and customary handling
and mailing expenses incurred by you in forwarding materials relating to the
Offer to your customers. The Company will pay all stock transfer taxes
applicable to its purchase of Shares pursuant to the Offer, subject to
Instruction 7 of the Letter of Transmittal.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be sent
to the Depositary with either certificate(s) representing the tendered Shares
or confirmation of their book-entry transfer, all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
As described in the Offer to Purchase, if more than 500,000 Shares (or
such greater number of Shares as the Company may elect to purchase pursuant to
the Offer) have been validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date (as defined in Section 1 of the Offer to
Purchase) the Company will accept Shares for purchase in the following order of
priority: (i) all Shares validly tendered at or below the Purchase Price and
not withdrawn prior to the Expiration Date by any stockholder who owned
beneficially as of the close of business on November 13, 1998, and who
continues to own beneficially as of the Expiration Date, an aggregate of fewer
than 100 Shares and who validly tenders all of such Shares (partial tenders
will not qualify for this preference) and completes the box
2
<PAGE> 3
captioned "Odd Lots" in the Letter of Transmittal and, if applicable, the
Notice of Guaranteed Delivery; and (ii) after purchase of all of the foregoing
Shares, all other Shares validly tendered at or below the Purchase Price and
not withdrawn prior to the Expiration Date on a pro rata basis.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
STOCKHOLDERS AS TO WHETHER TO TENDER SHARES OR REFRAIN FROM TENDERING THEIR
SHARES. EACH STOCKHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND,
IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD
BE TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR
EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
Any questions or requests for assistance may be directed to the
Information Agent at its address and telephone number set forth on the back
cover of the enclosed Offer to Purchase. Additional copies of the enclosed
materials may be requested from the Information Agent.
Very truly yours,
Atrion Corporation
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS THE AGENT OF THE COMPANY, THE INFORMATION AGENT OR THE
DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE
ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN
THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
3
<PAGE> 1
EXHIBIT (a)(5)
ATRION CORPORATION
OFFER TO PURCHASE FOR CASH
UP TO 500,000 SHARES OF ITS COMMON STOCK
AT
A PURCHASE PRICE NOT GREATER THAN
$9.00 NOR LESS THAN $7.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON TUESDAY, DECEMBER 15, 1998, UNLESS THE OFFER IS EXTENDED.
November 16, 1998
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated November
16, 1998 (the "Offer to Purchase"), and the related Letter of Transmittal
(which together constitute the "Offer") setting forth an offer by Atrion
Corporation, a Delaware corporation (the "Company"), to purchase up to 500,000
shares of its common stock, par value $.10 per share (such shares, together
with associated common stock purchase rights issued pursuant to the Rights
Agreement, dated as of February 1, 1990, as amended, between the Company and
American Stock Transfer & Trust Company as Rights Agent, are hereinafter
referred to as the "Shares"), at prices not greater than $9.00 nor less than
$7.00 per Share, net to the seller in cash, specified by tendering
stockholders, upon the terms and subject to the conditions of the Offer.
Also enclosed herewith is certain other material related to the Offer.
The Company will, upon the terms and subject to the conditions of the
Offer, determine the lowest single per Share price (not greater than $9.00 nor
less than $7.00 per Share), net to the seller in cash (the "Purchase Price"),
that will allow it to purchase 500,000 Shares (or such lesser number of Shares
as are validly tendered and not withdrawn) pursuant to the Offer. The Company
will pay the Purchase Price for all Shares validly tendered at prices at or
below the Purchase Price and not withdrawn, upon the terms and subject to the
conditions of the Offer, the procedure pursuant to which Shares will be
accepted for payment and the proration provisions. Certificates representing
Shares tendered at prices in excess of the Purchase Price and not withdrawn and
Shares not purchased because of proration will be returned at the Company's
expense. The Company reserves the right, in its sole discretion, to purchase
more than 500,000 Shares pursuant to the Offer. See Section 1 of the Offer to
Purchase.
THIS OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6 OF THE OFFER TO PURCHASE.
We are the holder of record of Shares held for your account. As such, a
tender of such Shares can be made only by us as the holder of record and
pursuant to your instructions. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU
FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US
FOR YOUR ACCOUNT.
<PAGE> 2
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is invited to the following:
(1) You may tender Shares at prices (in increments of $0.25), which
cannot be greater than $9.00 nor less than $7.00 per Share, as indicated
in the attached Instruction Form, net to you in cash.
(2) The Offer is for a maximum of 500,000 Shares, constituting
approximately 15.6% of the total Shares outstanding as of November 11,
1998. The Offer is subject to certain conditions set forth in Section 6 of
the Offer to Purchase.
(3) The Offer, proration period and withdrawal rights will expire at
5:00 P.M., New York City time, on Tuesday, December 15, 1998, unless the
Offer is extended. Your instructions to us should be forwarded to us in
ample time to permit us to submit a tender on your behalf.
(4) As described in the Offer to Purchase, if at the expiration of the
Offer, more than 500,000 Shares (or such greater number of Shares as the
Company may elect to purchase pursuant to the Offer) have been validly
tendered at prices at or below the Purchase Price and not withdrawn, the
Company will purchase Shares in the following order of priority:
(a) all Shares validly tendered at or below the Purchase Price
and not withdrawn prior to the Expiration Date by any stockholder who
owned beneficially as of the close of business on November 13, 1998,
and who continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares and who validly tenders all of such
Shares (partial tenders will not qualify for this preference) and
completes the box captioned "Odd Lots" in the Letter of Transmittal
and, if applicable, the Notice of Guaranteed Delivery; and
(b) after purchase of all the foregoing Shares, all other Shares
validly tendered at or below the Purchase Price and not withdrawn
prior to the Expiration Date, on a pro rata basis (with appropriate
adjustments to avoid purchase of fractional shares). See Section 1 of
the Offer to Purchase for a discussion of proration.
(5) Tendering stockholders who are registered holders will not be
obligated to pay any brokerage commissions, solicitation fees or, subject
to Instruction 7 of the Letter of Transmittal, stock transfer taxes on the
Company's purchase of Shares pursuant to the Offer. However, a tendering
stockholder who holds Shares through a broker, dealer or custodian may be
required by such entity to pay a service charge or other fee.
(6) If you wish to tender portions of your Shares at different prices,
you must complete a separate Instruction Form for each price at which you
wish to tender each portion of your Shares. We must submit separate
Letters of Transmittal on your behalf for each price you will accept.
(7) If you owned beneficially as of the close of business on November
13, 1998, and continue to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares and you instruct us to tender at or
below the Purchase Price on your behalf all such Shares prior to the
Expiration Date and check the box captioned "Odd Lots" in the Instruction
Form, all such Shares will be accepted for purchase before proration, if
any, of the other tendered Shares.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
STOCKHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES.
EACH STOCKHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE
OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
2
<PAGE> 3
If you wish to have us tender any or all of your Shares held by us for
your account upon the terms and subject to the conditions set forth in the
Offer to Purchase, please so instruct us by completing, executing and returning
to us the attached Instruction Form. An envelope to return your instructions to
us is enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise specified on the Instruction Form.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO
SUBMIT A TENDER ON YOUR BEHALF BY THE EXPIRATION DATE OF THE OFFER.
The Offer is being made to all holders of Shares. The Company is not aware
of any jurisdiction where the making of the Offer is not in compliance with
applicable law. If the Company becomes aware of any jurisdiction where the
making of the Offer is not in compliance with any valid applicable law, the
Company will make a good faith effort to comply with such law. If, after such
good faith effort, the Company cannot comply with such law, the Offer will not
be made to (nor will tenders be accepted from or on behalf of) the holders of
Shares residing in such jurisdiction. In any jurisdiction the securities or
blue sky laws of which require the Offer to be made by a licensed broker or
dealer, the Offer is being made on the Company's behalf by one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
3
<PAGE> 4
INSTRUCTION FORM
WITH RESPECT TO OFFER TO PURCHASE FOR CASH
UP TO 500,000 SHARES OF COMMON STOCK
OF ATRION CORPORATION
AT A PURCHASE PRICE NOT GREATER THAN
$9.00 NOR LESS THAN $7.00 PER SHARE
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated November 16, 1998, and the related Letter of
Transmittal (which together constitute the "Offer"), in connection with the
Offer by Atrion Corporation (the "Company") to purchase up to 500,000 shares of
its common stock, par value $.10 per share (such shares, together with
associated common stock purchase rights issued pursuant to the Rights
Agreement, dated as of February 1, 1990, as amended, between the Company and
American Stock Transfer & Trust Company as Rights Agent, are hereinafter
referred to as the "Shares"), at prices not greater than $9.00 nor less than
$7.00 per Share, net to the undersigned in cash, specified by the undersigned,
upon the terms and subject to the terms and conditions of the Offer.
This will instruct you to tender to the Company the number of Shares
indicated below (or, if no number is indicated below, all Shares) that are held
by you for the account of the undersigned, at the price per Share indicated
below, upon the terms and subject to the conditions of the Offer.
[ ] By checking this box, all Shares held by us for your account will be
tendered.
If fewer than all Shares held by us for your account are to be tendered,
please check the following box and indicate below the aggregate number of
Shares to be tendered by us. [ ]*
______SHARES
* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED.
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE,
A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE
SPECIFIED MUST BE USED.
(SEE INSTRUCTION 5)
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD
LOTS BOX AND INSTRUCTIONS BELOW), THERE IS NO VALID
TENDER OF SHARES.
<TABLE>
<S> <C> <C>
[ ] $7.00 [ ] $8.00
[ ] $7.25 [ ] $8.25
[ ] $7.50 [ ] $8.50
[ ] $7.75 [ ] $8.75
[ ] $9.00
</TABLE>
4
<PAGE> 5
ODD LOTS
(SEE INSTRUCTION 9)
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person who owned beneficially as of the close of business on
November 13, 1998, and who continues to own beneficially as of the Expiration
Date, an aggregate of fewer than 100 Shares.
The undersigned either (check one box):
[ ] owned beneficially as of the close of business on November 13, 1998, and
continues to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares, all of which are being tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other nominee that
(i) is tendering, for the beneficial owners thereof, Shares with respect
to which it is the record owner, and (ii) believes, based upon
representations made to it by each such beneficial owner, that such
beneficial owner owned beneficially as of the close of business on
November 13, 1998, and continues to own beneficially as of the Expiration
Date, an aggregate of fewer than 100 Shares and is tendering all of such
Shares.
If you do not wish to specify a purchase price, check the following box,
in which case you will be deemed to have tendered at the Purchase Price
determined by the Company in accordance with the terms of the Offer (persons
checking this box need not indicate the price per Share in the box entitled
"Price (In Dollars) Per Share At Which Shares are Being Tendered" in this
Letter of Transmittal). [ ]
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF THE
TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERTY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
Date: , 1998
-----------------------
- -------------------------------------
Area Code and Telephone Number
- -------------------------------------
Taxpayer Identification or
Social Security Number
SIGN HERE:
- -------------------------------------
- -------------------------------------
Signature(s)
Name
---------------------------------
Address
------------------------------
- -------------------------------------
- -------------------------------------------------
Taxpayer Identification or Social Security Number
5
<PAGE> 1
EXHIBIT (a)(6)
NEWS RELEASE
ATRION CORPORATION TO COMMENCE TENDER OFFER
FOR UP TO 500,000 SHARES OF ITS COMMON STOCK
ALLEN, Texas (November 13, 1998) - Atrion Corporation (Nasdaq/NM-ATRI)
announced today that it will commence a Dutch Auction issuer tender offer to
purchase for cash up to 500,000 shares of its issued and outstanding common
stock, par value $.10 per share. The tender offer will begin Monday, November
16, 1998, and will expire, unless extended, at 5:00 p.m., New York City time,
on Tuesday, December 15, 1998.
Terms of the tender offer, which are described more fully in the Offer to
Purchase and Letter of Transmittal, invite the Company's stockholders to tender
up to 500,000 shares of the Company's common stock to the Company at prices not
greater than $9.00 nor less than $7.00 per share, as specified by the tendering
stockholders. The offer is subject to certain conditions. The Company will,
subject to the terms and conditions of the offer, determine the lowest single
per share price (not greater than $9.00 nor less than $7.00 per share) net to
the seller in cash that will allow it to purchase 500,000 shares (or such
lesser number of shares as are validly tendered and not withdrawn) pursuant to
the offer. Such lowest single per share price will be the purchase price the
Company will pay for all shares validly tendered at prices at or below such
purchase price and not withdrawn, subject to the terms and conditions of the
offer. Shares tendered at prices in excess of the purchase price and shares not
purchased because of proration will be returned at the Company's expense. The
Company reserves the right, in its sole discretion, to purchase more than
500,000 shares pursuant to the offer.
Emile A. Battat, Chairman of Atrion, said: "We believe that our Company's
stock is undervalued and that the repurchase is an attractive use of Atrion's
financial resources."
This news release is neither an offer to purchase nor a solicitation of an
offer to sell the Company's common stock. The offer is made only by the Offer
to Purchase dated November 16, 1998 and the related Letter of Transmittal. The
Offer to Purchase, Letter of Transmittal and related documents will be mailed
to stockholders of record of the Company's common stock and will also be made
available for distribution to beneficial owners of such common stock.
On November 12, 1998, the closing price of the Company's common stock was
$6.875 per share.
The Depositary is American Stock Transfer & Trust Company and the
Information Agent is Georgeson & Company Inc. Copies of the Offer to Purchase,
Letter of Transmittal and related documents may be obtained from Georgeson &
Company Inc., Wall Street Plaza, New York, New York 10005.
Telephone: (800) 223-2064.
CONTACT: Jeffery Strickland
Vice President and Chief Financial Officer
(972) 390-9800
<PAGE> 1
EXHIBIT (a)(7)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares. The Offer is made solely by the Offer to Purchase and the
related Letter of Transmittal. Capitalized terms not defined in this
announcement have the respective meanings ascribed to such terms in the Offer
to Purchase. The Offer is not being made to, nor will the Company accept
tenders from, holders of Shares in any jurisdiction in which the Offer or its
acceptance would violate that jurisdiction's laws. The Company is not aware of
any jurisdiction in which the making of the Offer or the tender of Shares would
not be in compliance with the laws of such jurisdiction. In jurisdictions whose
laws require that the Offer be
made by a licensed broker or dealer, the Offer shall be deemed
to be made on the Company's behalf by one or more
registered brokers or dealers licensed under the laws of
such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
BY
ATRION CORPORATION
UP TO 500,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT GREATER THAN
$9.00 NOR LESS THAN $7.00 PER SHARE
Atrion Corporation, a Delaware corporation (the "Company"), invites its
stockholders to tender shares of its common stock, par value $.10 per share
(such shares, together with the associated common stock purchase rights issued
pursuant to the Rights Agreement, dated as of February 1, 1990, as amended,
between the Company and American Stock Transfer & Trust Company as Rights
Agent, are herein referred to as the "Shares"), to the Company at prices not
greater than $9.00 nor less than $7.00 per Share in cash, as specified by
tendering stockholders, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated November 16, 1998 (the "Offer to Purchase"), and
in the related Letter of Transmittal (which together constitute the "Offer").
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, DECEMBER 15, 1998, UNLESS
THE OFFER IS EXTENDED.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS SET FORTH
IN THE OFFER TO PURCHASE.
The Offer provides stockholders who are considering a sale of all or a
portion of their Shares the opportunity to determine the price or prices (not
greater than $9.00 nor less than $7.00 per Share) at which they are willing to
sell their Shares and, subject to the terms and conditions of the Offer, to
sell those Shares for cash without the usual transaction costs associated with
market sales. The Company is making the Offer because the Board of Directors
believes that the Shares are undervalued and that the purchase of the Shares is
an attractive use of the Company's financial resources.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. NEITHER THE
COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO STOCKHOLDERS AS
TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EACH STOCKHOLDER
MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO
TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED. THE COMPANY
HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO
TENDER ANY SHARES PURSUANT TO THE OFFER.
The Company will, upon the terms and subject to the conditions of the
Offer, determine the lowest single per share price (not greater than $9.00 nor
less than $7.00 per share), net to the Seller in cash (the "Purchase Price"),
that will allow it to purchase 500,000 shares (or such lesser number of shares
as is validly tendered and not withdrawn) pursuant to the Offer. All shares
validly tendered at prices at or below the Purchase Price and not withdrawn
will be purchased at the Purchase Price, upon the terms and subject to the
conditions of the Offer, including the proration provisions. Certificates
representing shares tendered at prices in excess of the Purchase Price and not
withdrawn and shares not purchased because of proration will be returned at the
Company's expense.
The term "Expiration Date" means 5:00 p.m., New York City time, on
Tuesday, December 15, 1998, unless and until the Company in its sole discretion
shall have extended the period of time during which the Offer is open, in which
event the term "Expiration Date" shall refer to the latest time and date at
which the Offer, as so extended by the Company, shall expire. The Company
reserves the right, in its sole discretion, to purchase more than 500,000
Shares pursuant to the Offer. For purposes of the Offer, the Company will be
deemed to have accepted for payment (and therefore purchased), subject to
proration, Shares that are validly tendered at or below the Purchase Price and
not withdrawn only when, as and if it gives oral or written notice to American
Stock Transfer & Trust Company (in such capacity, the "Depositary") of its
acceptance of such Shares for payment pursuant to the Offer. In all cases,
payment for Shares tendered and accepted for payment pursuant to the Offer will
be made promptly (subject to possible delay in the event of proration) but only
after timely receipt by the Depositary of certificates for such Shares (or a
timely confirmation of a book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility), a properly completed
and duly executed Letter of Transmittal (or manually signed facsimile thereof)
and any other required documents.
Upon the terms and subject to the conditions of the Offer, if, at the
expiration of the Offer, more than 500,000 Shares (or such greater number of
Shares as the Company may elect to purchase pursuant to the Offer) have been
validly tendered at prices at or below the Purchase Price and not withdrawn,
the Company will purchase validly tendered and not withdrawn Shares in the
following order of priority: (a) first from all Odd Lot Holders who validly
tendered all their Shares at or below the Purchase Price and who so certify in
the appropriate place on the Letter of Transmittal and, if applicable, on the
<PAGE> 2
Notice of Guaranteed Delivery; and (b) second, after the purchase of all of the
foregoing Shares, all other Shares tendered at or below the Purchase Price and
not withdrawn prior to the Expiration Date, on a pro rata basis (with
appropriate adjustments to avoid purchase of fractional Shares).
The Company expressly reserves the right at any time or from time to time,
in its sole discretion, to extend the period of time during which the Offer is
open by giving notice of such extension to the Depositary and making a public
announcement thereof. Subject to certain conditions set forth in the Offer to
Purchase, the Company also expressly reserves the right to terminate the Offer
and not accept for payment any Shares not theretofore accepted for payment.
Shares tendered pursuant to the Offer may be withdrawn at any time prior
to the Expiration Date and, unless accepted for payment by the Company as
provided in the Offer to Purchase, may also be withdrawn after 5:00 p.m., New
York City time, on Wednesday, January 13, 1999. For a withdrawal to be
effective, the Depositary must receive a notice of withdrawal in written,
telegraphic or facsimile transmission form in a timely manner at its address
set forth on the back cover of the Offer to Purchase. Such notice of withdrawal
must specify the name of the person who tendered the Shares to be withdrawn,
the name of the registered holder (if different from that of the person who
tendered the Shares), the number of Shares tendered and the number of Shares to
be withdrawn. If the certificates for Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, then, prior to the release
of such certificates, the tendering stockholder must also submit the serial
numbers shown on the particular certificates evidencing the Shares and the
signature on the notice of withdrawal must be guaranteed by an Eligible
Institution (except in the case of Shares tendered by an Eligible Institution).
If Shares have been tendered pursuant to the procedure for book-entry transfer,
the notice of withdrawal must specify the name and the number of the account at
the Book-Entry Transfer Facility to be credited with the withdrawn Shares and
otherwise comply with the procedures of such facility.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE STOCKHOLDERS DECIDE WHETHER
TO ACCEPT OR REJECT THE OFFER AND, IF ACCEPTED, AT WHICH PRICE OR PRICES TO
TENDER THEIR SHARES. The information required to be disclosed by Rule
13e-4(d)(1) under the Securities Exchange Act of 1934, as amended, is contained
in the Offer to Purchase and is incorporated herein by reference. These
materials are being mailed to record holders of Shares and are being furnished
to brokers, banks and similar persons whose names, or the names of whose
nominees, appear on the Company's stockholder list or, if applicable, who are
listed as participants in a clearing agency's security position listing for
transmittal to beneficial owners of Shares.
Questions and requests for assistance may be directed to and additional
copies of the Offer to Purchase, the Letter of Transmittal and other tender
offer materials may be obtained from the Information Agent and will be
furnished at the Company's expense. Stockholders may also contact their local
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
The Information Agent for the Offer is:
Georgeson & Company Inc.
Wall Street Plaza
New York, New York 10005
Banks and Brokers call collect: (212) 440-9800
All others call toll-free: (800) 223-2064
November 16, 1998
<PAGE> 1
EXHIBIT (a)(8)
ATRION LOGO
November 16, 1998
Dear Stockholder:
Atrion Corporation is offering to purchase up to 500,000 shares of its
common stock at a price not greater than $9.00 nor less than $7.00 per share.
The Company is conducting the Offer through a procedure commonly referred to as
a "Dutch Auction." This procedure allows you to select the price within the
specified price range at which you are willing to sell all or a portion of your
shares to the Company.
The Offer is explained in detail in the enclosed Offer to Purchase and
Letter of Transmittal. If you wish to tender your shares, instructions on how
to tender shares are provided in the enclosed materials. I encourage you to
read these materials carefully before making any decision with respect to the
Offer. Neither the Company nor its Board of Directors makes any recommendation
to any stockholder whether to tender any or all shares.
Please note that the Offer is scheduled to expire at 5:00 P.M., New York
City time, on Tuesday, December 15, 1998, unless extended by the Company.
Questions regarding the Offer should be directed to Georgeson & Company Inc.,
the Information Agent for the Offer, at Wall Street Plaza, New York, New York
10005, at the telephone number set forth in the enclosed materials.
Sincerely,
/s/ Emile A. Battat
Emile A. Battat
Chairman, President and Chief Executive Officer
<PAGE> 1
EXHIBIT (a)(9)
GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYOR.--Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
FOR THIS TYPE GIVE THE SOCIAL SECURITY
OF ACCOUNT: NUMBER OF:
<S> <C>
1. An individual's account The individual
2. Two or more individuals The actual owner of the account
(joint account) or, if combined funds, any one of the
individual on the account(1)
3. Husband and wife The actual owner of the account
(joint account) or, if joint funds, either person(1)
4. Custodian account of a The minor(2)
minor (Uniform Gift
to Minors Act)
5. Adult and minor The adult or, if the minor is the
(joint account) only contributor, the minor(1)
6. Account in the name The ward, minor, or
of guardian or committee incompetent person(3)
for a designated ward,
minor, or incompetent
person
7. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also trustee)
b. So-called trust The actual owner(1)
account that is not
a legal or valid trust
under State law
<CAPTION>
<S> <C>
FOR THIS TYPE GIVE THE SOCIAL SECURITY
OF ACCOUNT: NUMBER OF:
8. Sole proprietorship The owner(4)
account
9. The valid trust, estate, The legal entity (Do not furnish
or pension trust the trust identifying number
of the personal representatives or
trustee unless the legal entity itself
is not designated in the account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable The organization
or educational
12. Partnership account The partnership
held in the name of
the business
13. Association, club, or The organization
other tax-exempt
organization
14. The broker or registered The broker or nominee
nominee
15. Account with the The public entity
Department of Agriculture
in the name of a public
entity (such as a State or
local government, school
district, or prison) that
receives agricultural
program payments
</TABLE>
(1) List first and circle the name of the person whose number you furnish. If
only one person on the account has a social security number, that person's
number must be listed.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL
BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.
<PAGE> 2
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number, at the local office
of the Social Security Administration or the Internal Revenue Service and apply
for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include
the following:
- - A corporation.
- - A financial institution.
- - An organization exempt from tax under section 501(a), or an individual
retirement plan.
- - The United States or any agency or instrumentality thereof.
- - A State, the District of Columbia, a possession of the United
States, or any subdivision or instrumentality thereof.
- - A foreign government, a political subdivision of a foreign
government, or any agency or instrumentality thereof.
- - An international organization or any agency, or instrumentality
thereof.
- - A registered dealer in securities or commodities registered in the
U.S. or a possession of the U.S.
- - A futures commission merchant registered with the Commodity Futures
Trading Commission.
- - A real estate investment trust.
- - A common trust fund operated by a bank under section 584(a).
- - A middleman known in the investment community as a nominee
or who is listed in the most recent publication of the American Society of
Corporate Secretaries, Inc., Nominee List.
- - A trust exempt from tax under section 664 or described in
section 4947.
- - An entity registered at all times under the Investment Company Act of
1940.
- - A foreign central bank of issue.
PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- - Payments to nonresident aliens subject to withholding under
section 1441.
- - Payments to partnerships not engaged in a trade or business in
the U.S. and which have at least one nonresident partner.
- - Payments of patronage dividends where the amount received is
not paid in money.
- - Payments made by certain foreign organizations.
- - Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding include the
following:
- - Payments of interest on obligations issued by individuals. However, if you
pay $600 or more in interest in the course of your trade or business to a
payee, you must report the payment. Backup withholding applies to the
reportable payment if the payee has not provided a TIN or has provided an
incorrect TIN.
- - Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- - Payments described in section 6049(b)(5) to non-resident aliens.
- - Payments on tax-free covenant bonds under section 1451.
- - Payments made by certain foreign organizations.
- - Mortgage interest paid to you.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYOR. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS,
ALSO SIGN AND DATE THE FORM.
Certain payments that are not subject to information reporting are also not
subject to backup withholding. For details, see the regulations under sections
6041, 6041A(a), 6045, and 6050A.
PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividend,
interest, or other payments to give Taxpayer Identification Numbers to Payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payors must be given the numbers whether or not
recipients are required to file tax returns. Payors must generally withhold 31%
of taxable interest, dividend, and certain other payments to a Payee who does
not furnish a Taxpayer Identification Number to a Payor. Certain penalties may
also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail
to furnish your Taxpayer Identification Number to a Payor, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.
Falsifying certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
(4) MISUSE OF TINS. If the requester discloses or uses tins in violation of
Federal law, the requester may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE
