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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
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 17, 1999
(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 17, 1999 (the "Schedule"), relates
to the offer by Atrion Corporation (the "Company") to purchase 600,000 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 a
price of $12.00 net per Share in cash upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated November 17, 1999, 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. This 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 12:00 Midnight, New York City time, on Wednesday,
December 15, 1999. A total of 342,536 Shares were properly tendered pursuant to
the Offer. In accordance with the terms of the Offer, the Company accepted for
purchase all 342,536 Shares at a purchase price of $12.00 per Share. The 342,536
Shares purchased pursuant to the Offer represented approximately 14.0% of the
outstanding Shares immediately prior to the Offer.
On December 16, 1999, the Company issued a press release announcing the
preliminary results of the Offer and on December 20, 1999, 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, 1999 and December 20, 1999 are
attached hereto as Exhibits (a)(9) and (a)(10), 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)(9) and (a)(10).
(a) (9) Form of Press Release dated December 16, 1999.
(10) Form of Press Release dated December 20, 1999.
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
Name: Emile A. Battat
Title: Chairman, President and Chief
Executive Officer
Dated: December 21, 1999
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
(a)(9) Form of Press Release dated December 16, 1999.
(10) Form of Press Release dated December 20, 1999.
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EXHIBIT (a)(9)
[Atrion Logo]
PRESS RELEASE
ATRION CORPORATION ANNOUNCES PRELIMINARY
RESULTS OF TENDER OFFER
ALLEN, Texas (December 16, 1999) - Atrion Corporation (Nasdaq/NM-ATRI)
announced today the preliminary results of its tender offer that expired at
12:00 midnight, New York City time on Wednesday, December 15, 1999. On November
17, 1999, Atrion commenced its tender offer to purchase up to 600,000 shares of
its Common Stock at a price of $12.00 per share. Based on a preliminary count by
the depositary for the offer, 341,771 shares of the Company's Common Stock were
properly tendered. Atrion expects to purchase all shares of its Common Stock
properly tendered, subject to final confirmation.
The determination of the actual number of shares to be purchased is
subject to final confirmation and the proper delivery of all shares tendered and
not withdrawn. 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)(10)
[Atrion Logo]
PRESS RELEASE
ATRION CORPORATION ANNOUNCES FINAL RESULTS OF TENDER OFFER
ALLEN, Texas (December 20, 1999) - Atrion Corporation (Nasdaq/NM-ATRI) announced
today the final results of its tender offer that expired at 12:00 Midnight, New
York City time, on Wednesday, December 15, 1999. On November 17, 1999, Atrion
commenced its tender offer to purchase up to 600,000 shares of its Common Stock,
at a price of $12.00 per share. Based on the final count by the depositary for
the offer, a total of 342,536 shares of Common Stock were properly tendered.
Under the terms of the offer, Atrion accepted for purchase and purchased at
$12.00 per share all shares tendered.
The funds to pay for the shares purchased in the offer have been deposited with
the depositary, and the depositary is processing payment for those shares. After
the share purchase, Atrion has 2,097,593 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
