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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
(Amendment No. 2)
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. 2 (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. Capitalized terms
used herein and not otherwise defined shall have the meanings assigned to such
terms in the Offer to Purchase and the Schedule.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) of the Schedule is hereby amended and supplemented to add the
following information:
Upon the terms and subject to the conditions of the Offer, the Company
is extending the Offer. The Offer, proration period and withdrawal rights now
expire at 5:00 p.m., New York City time, on Friday, April 23, 1999, unless
further extended by the Company.
On April 16, 1999, The Atrion Stockholder Committee, comprised of Jerry
A. Howard and R. Scott Nieboer, filed a preliminary proxy statement with the
Securities and Exchange Commission. In its preliminary proxy statement, The
Atrion Stockholder Committee states that it is soliciting proxies for the
election of Messrs. Howard and Nieboer to the Board of Directors of the Company
at the Company's 1999 annual meeting in opposition to the nominees of the Board
of Directors. Among other things, the Atrion Stockholder Committee has stated in
its preliminary proxy statement that if it is successful in having its nominees
elected they intend to use their "best efforts to influence a sale of the
Company or its component businesses...."
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule is hereby amended and supplemented to add
Exhibit (a)(11).
(a) (11) Form of Press Release dated April 21, 1999.
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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. 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: April 21, 1999
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
(a) (11) Form of Press Release dated April 21, 1999.
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Exhibit (a)(11)
PRESS RELEASE [Atrion Logo]
ATRION CORPORATION EXTENDS DUTCH AUCTION TENDER OFFER
AND
REPORTS FILING OF PRELIMINARY PROXY STATEMENT BY
THE ATRION STOCKHOLDER COMMITTEE
ALLEN, Texas (April 21, 1999) - Atrion Corporation (Nasdaq/NM-ATRI)
announced today that it has extended its "Dutch auction" tender offer to
purchase up to 400,000 shares of its Common Stock at a purchase price of not
greater than $10.00 nor less than $8.00 per share. The tender offer, proration
period and withdrawal rights will now expire at 5:00 p.m., New York City time on
Friday, April 23, 1999, unless further extended by the Company. The Company has
been informed by the depositary that approximately 339,000 shares had been
tendered through the close of business yesterday.
Emile A. Battat, Chairman, President and CEO of Atrion stated, "The
Company has extended the tender offer in order to provide stockholders the
opportunity to consider the effect of the filing on April 16, 1999 of a
preliminary proxy statement with the Securities and Exchange Commission by The
Atrion Stockholder Committee, comprised of Jerry A. Howard and R. Scott
Nieboer." In its preliminary proxy statement, The Atrion Stockholder Committee
states that it is soliciting proxies for the election of Messrs. Howard and
Nieboer to the Board of Directors of the Company at the Company's 1999 annual
meeting in opposition to the Board of Directors' own nominees for election as
directors. As previously reported, two directors will be elected at the 1999
annual meeting and the terms of five incumbent directors will continue after the
1999 annual meeting.
The Atrion Stockholder Committee also states in its preliminary proxy
statement that it "believes that the most attractive alternative for increasing
the value of the Common Stock, on a net present value basis, may be through the
sale of the Company or its component businesses" and that if it is successful in
having its nominees elected they intend to use their "best efforts to influence
a sale of the Company or its component businesses...." Additionally, The Atrion
Stockholder Committee states in its preliminary proxy statement that there is no
assurance that a "sale, divestiture or other extraordinary transaction can be
accomplished or would result in achieving full value for stockholders." The full
text of The Atrion Stockholder Committee's preliminary proxy statement is
available at the SEC's Web site at http://www.sec.gov.
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
