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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
(Amendment No. 3)
(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
March 22, 1999
(Date Tender Offer First Published, Sent or
Given to Security Holders)
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This Amendment No. 3 (the "Amendment") to the Issuer Tender Offer
Statement on Schedule 13E-4, dated March 22, 1999 (the "Schedule"), relates to
the offer by Atrion Corporation (the "Company") to purchase 400,000 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 not greater than $10.00 nor less than $8.00 net per Share in cash upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
March 22, 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. 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 Friday, April
23, 1999. A total of 301,524 Shares were properly tendered pursuant to the Offer
at or below $10.00 per Share. In accordance with the terms of the Offer, the
Company accepted for purchase all 301,524 Shares at a purchase price of $10.00
per Share. The 301,524 Shares purchased pursuant to the Offer represented
approximately 10.7% of the outstanding Shares immediately prior to the Offer.
On April 26, 1999, the Company issued a press release announcing the
preliminary results of the Offer and on April 30, 1999, the Company issued a
press release announcing the final results of the Offer. Copies of the press
releases issued by the Company on April 26, 1999 and April 30, 1999 are attached
hereto as Exhibits (a)(12) and (a)(13), 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)(12) and (a)(13).
(a) (12) Form of Press Release dated April 26, 1999.
(13) Form of Press Release dated April 30, 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. 3 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: April 30, 1999
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
(a)(12) Form of Press Release dated April 26, 1999.
(13) Form of Press Release dated April 30, 1999.
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Exhibit (a)(12)
[Atrion Logo]
PRESS RELEASE
ATRION CORPORATION ANNOUNCES PRELIMINARY
RESULTS OF DUTCH AUCTION TENDER OFFER
ALLEN, Texas (April 26, 1999) - 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 Friday, April 23, 1999. On
March 22, 1999, Atrion commended its tender offer to purchase up to 400,000
shares of its Common Stock, or 14.2% of its then outstanding shares, at a price
not greater than $10.00 nor less than $8.00 per share. Based on a preliminary
count by the depositary for the offer, 301,549 shares of the Company's Common
Stock were properly tendered at or below $10.00 per share. Atrion expects to
purchase all shares of its Common Stock properly tendered, subject to final
confirmation, at a price of $10.00 per share.
"We are pleased to have been able to provide liquidity through the
tender offer for those stockholders wishing to sell. At the same time, we
believe these repurchases enhance shareholder value for our remaining
stockholders," stated Emile A. Battat, Chairman, President and CEO of Atrion.
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. 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)(13)
[Atrion Logo]
PRESS RELEASE
ATRION CORPORATION ANNOUNCES FINAL RESULTS OF DUTCH
AUCTION TENDER OFFER
ALLEN, Texas (April 30, 1999) - 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 Friday, April 23, 1999. On March 22,
1999, Atrion commenced its tender offer to purchase up to 400,000 shares of its
Common Stock, at a price not greater than $10.00 nor less than $8.00 per share.
Based on the final count by the depositary for the offer, a total of 301,524
shares of Common Stock were properly tendered at or below $10.00 per share.
Under the terms of the offer, Atrion accepted for purchase and purchased at
$10.00 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 has processed payment for those shares. After
the share purchase, Atrion has 2,524,429 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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