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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
(Amendment No. 2)
(Final Amendment)
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 No. 2 (the "Amendment") to the Issuer Tender Offer
Statement on Schedule 13E-4, dated November 16, 1998 (the "Schedule"), relates
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. The Amendment is
intended to satisfy the reporting requirements of Section 13(e) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and constitutes
the final amendment to the Schedule in accordance with Rule 13e-4(c)(3) under
the Exchange Act and General Instruction D to Schedule 13E-4.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
See Item 8.
ITEM 8. ADDITIONAL INFORMATION.
Items 4 and 8(e) of the Schedule are hereby amended and supplemented to
add the following information:
The Offer expired at 5:00 p.m., New York City time, on Tuesday,
December 15, 1998. A total of 239,092 Shares were properly tendered pursuant to
the Offer at or below $9.00 per Share. In accordance with the terms of the
Offer, the Company accepted for purchase all 239,092 Shares at a purchase price
of $9.00 per Share. The 239,092 Shares purchased pursuant to the Offer
represented approximately 7.5% of the outstanding Shares immediately prior to
the Offer.
On December 16, 1998, the Company issued a press release announcing the
preliminary results of the Offer and on December 23, 1998, the Company issued a
press release announcing the final results of the Offer. Copies of the press
releases issued by the Company on December 16, 1998 and December 23, 1998 are
attached hereto as Exhibits (a)(10) and (a)(11), respectively.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule is hereby amended and supplemented to add
Exhibits (a)(10) and (a)(11).
(a) (10) Form of Press Release dated December 16, 1998.
(11) Form of Press Release dated December 23, 1998.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 2 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 23, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
<S> <C>
(a) (10) Form of Press Release dated December 16, 1998.
(11) Form of Press Release dated December 23, 1998.
</TABLE>
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EXHIBIT (A)(10)
NEWS RELEASE
ATRION CORPORATION ANNOUNCES PRELIMINARY RESULTS
OF DUTCH AUCTION TENDER OFFER
ALLEN, Texas--December 16, 1998--Atrion Corporation (Nasdaq/NM-ATRI)
announced today the preliminary results of its "Dutch auction" tender offer that
expired at 5:00 p.m., New York City time, on Tuesday, December 15, 1998. On
November 16, 1998, Atrion commenced its tender offer to purchase up to 500,000
shares of its Common Stock, or approximately 15.6% of its then outstanding
shares, at a price not greater than $9.00 nor less than $7.00 per share.
Based on a preliminary count by the depositary for the offer, 239,732 shares of
the Company's Common Stock were properly tendered at or below $9.00 per share.
Atrion expects to purchase, subject to final confirmation, all shares of its
Common Stock properly tendered at a price of $9.00 per share.
"We view the fact that our tender offer was significantly undersubscribed as an
indication that most of our shareholders are optimistic about the future of
Atrion," stated Emile A. Battat, Chairman of the Company. "We are pleased with
the outcome of the tender offer."
The determination of the actual number of shares to be purchased and the
purchase price are subject to final confirmation and the proper delivery of all
shares tendered and not withdrawn, including shares tendered pursuant to the
guaranteed delivery procedure. Atrion expects payment for shares accepted for
purchase to occur as soon as is practicable.
Atrion Corporation designs, develops, manufactures, sells and distributes
medical products and components to markets worldwide.
CONTACT: Jeffery Strickland
Vice President and Chief Financial Officer
(972) 390-9800
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EXHIBIT (A)(11)
ATRION CORPORATION ANNOUNCES FINAL RESULTS OF
DUTCH AUCTION TENDER OFFER
ALLEN, Texas--December 23, 1998--Atrion Corporation (Nasdaq/NM:ATRI)
announced today the final results of its "Dutch auction" tender offer that
expired at 5:00 P.M., New York City time on Tuesday, December 15, 1998. On
November 16, 1998, Atrion commenced its tender offer to purchase up to 500,000
shares of its Common Stock, or approximately 15.6% of its then outstanding
shares, at a price not greater than $9.00 nor less than $7.00 per share.
Based on the final count by the depositary for the offer, a total of
239,092 shares of Common Stock were properly tendered at or below $9.00 per
share. The 239,092 shares represent approximately 7.5% of the shares of Common
Stock of the Company outstanding immediately prior to the commencement of the
tender offer. Under the terms of the offer, Atrion accepted for purchase and
purchased at $9.00 per share all shares tendered.
On December 22, 1998, Atrion deposited the funds to pay for the shares
purchased in the offer with the depositary, and the depositary began issuing
payment for those shares. The Company expects that the payment process will be
completed as promptly as possible. After the share purchase, Atrion has
2,962,553 shares of Common Stock outstanding.
Atrion Corporation designs, develops, manufactures, sells and distributes
medical products and components to markets worldwide.
CONTACT: Jeffery Strickland
Vice President and Chief Financial Officer
(972) 390-9800
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