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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
(Amendment No. 1)
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
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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)
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This Amendment amends and supplements the Issuer Tender Offer Statement on
Schedule 13E-4, dated November 16, 1998, relating to the offer by Atrion
Corporation (the "Company") to purchase 500,000 shares (or such lesser number
of shares as are properly tendered) 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, and in the related Letter of Transmittal, which, as amended from time
to time, together constitute the "Offer," copies of which are attached as
Exhibits (a)(1) and (a)(2), respectively, to the Schedule 13E-4. Capitalized
terms used and not defined herein shall have the meanings assigned to such
terms in the Offer to Purchase and the Schedule 13E-4.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is hereby supplemented to reflect the following amendments and
supplements to the Offer:
(i) Section 2 of the Offer to Purchase is hereby supplemented by
adding the following as the second sentence of the third paragraph of said
Section:
The Company believes that allocating the Company's earnings in such
fiscal year, after taking into account the reduction in after-tax
interest income resulting from the Company's use of its funds to
purchase Shares pursuant to the Offer and pay the related taxes, fees
and expenses thereof, to a reduced number of Shares outstanding will
result in greater earnings per share than would be the case if no
Shares were purchased pursuant to the Offer and such funds were not
used for such purpose.
(ii) The first paragraph of Section 6 of the Offer to Purchase is
hereby amended by deleting the phrase "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)" and substituting in lieu thereof
the following phrase: "on or prior to the Expiration Date."
(iii) Section 6 of the Offer to Purchase is hereby amended by
deleting the word "sole" each time it appears in subsections (a), (b), (c) and
(e) of said Section and substituting in lieu thereof the word "reasonable."
(iv) Section 10 of the Offer to Purchase is hereby amended by adding
the following to the end of the last sentence of the fourth paragraph of said
Section:
"and purchased 300 Shares at a price of $7.25 per Share on Nasdaq on
November 11, 1998."
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 to Schedule 13E-4 is
true, complete and correct.
ATRION CORPORATION
By: /s/ Emile A. Battat
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Name: Emile A. Battat
Title: Chairman, President and Chief Executive Officer
Dated: December 2, 1998
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