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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
March 22, 1999
(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 March 22, 1999, relating 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 prices 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 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) The sixth paragraph of Section 2 of the Offer to Purchase is
supplemented by adding the following:
"The Company has no present plans to conduct any issuer tender offers
after expiration of the Offer, and, while the Company has a stock
repurchase program pursuant to which additional Shares may be
repurchased, the Company currently has no specific plans to repurchase
Shares pursuant to that program."
(ii) Section 10 of the Offer to Purchase is supplemented by adding the
following language after the fifth paragraph in said section:
"On November 16, 1998, the Company commenced an issuer tender offer
(the "Prior Tender Offer") pursuant to which the Company invited its
stockholders to tender up to 500,000 Shares at prices not greater than
$9.00 nor less than $7.00 per Share in cash, as specified by the
tendering stockholders. The Prior Tender Offer expired on December 15,
1998. On December 22, 1998, the Company purchased a total of 239,092
Shares at a price of $9.00 per share pursuant to the Prior Tender
Offer."
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 Supplement to Offer to Purchase dated April 8, 1999.
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(a)(10) Form of Letter to Stockholders of the Company dated April 8, 1999,
from Emile A. Battat, Chairman, President and Chief Executive Officer.
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: April 8, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
<S> <C>
(a)(9) Form of Supplement to Offer to Purchase dated April 8, 1999.
(a)(10) Form of Letter to Stockholders of the Company dated April 8, 1999, from
Emile A. Battat, Chairman, President and Chief Executive Officer.
</TABLE>
4
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EXHIBIT (a)(9)
SUPPLEMENT TO
ATRION CORPORATION
OFFER TO PURCHASE FOR CASH UP TO
400,000 SHARES OF ITS COMMON STOCK, PAR VALUE $.10 PER SHARE,
AT A PURCHASE PRICE NOT GREATER THAN $10.00
NOR LESS THAN $8.00 PER SHARE
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To the Holders of Common Stock of Atrion Corporation:
Atrion Corporation (the "Company") hereby supplements its Offer to
Purchase, dated March 22, 1999, pursuant to which the Company has invited its
stockholders to tender up to 400,000 Shares at prices not greater than $10.00
nor less than $8.00 per Share in cash, as specified by tendering stockholders.
Capitalized terms not defined in this Supplement shall have the same meanings as
they have in the Offer to Purchase.
The sixth paragraph of Section 2 of the Offer to Purchase is
supplemented by adding the following language:
"The Company has no present plans to conduct any issuer tender offers after
expiration of the Offer, and, while the Company has a stock repurchase program
pursuant to which additional Shares may be repurchased, the Company currently
has no specific plans to repurchase Shares pursuant to that program."
Section 10 of the Offer to Purchase is supplemented by adding the
following language after the fifth paragraph in said section:
"On November 16, 1998, the Company commenced an issuer tender offer
(the "Prior Tender Offer") pursuant to which the Company invited its
stockholders to tender up to 500,000 Shares at prices not greater than $9.00 nor
less than $7.00 per share in cash, as specified by the tendering stockholders.
The Prior Tender Offer expired on December 15, 1998. On December 22, 1998, the
Company purchased a total of 239,092 Shares at a price of $9.00 per Share
pursuant to the Prior Tender Offer."
ATRION CORPORATION
The Date of this Supplement to Offer to Purchase is April 8, 1999
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EXHIBIT (a)(10)
ATRION LOGO
April 8, 1999
Dear Stockholder:
On March 22, 1999, we mailed to you materials, including an Offer to
Purchase, relating to Atrion's 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.
Enclosed is a Supplement to the Offer to Purchase which we encourage you to read
along with the materials previously sent to you.
Please note that the Offer is scheduled to expire at 5:00 P.M., New
York City time, on Tuesday, April 20, 1999, unless extended by the Company.
Questions regarding the Offer should be directed to Georgeson & Company Inc.,
the Information Agent for the Offer, at Wall Street Plaza, New York, New York
10005, at the telephone numbers set forth in the materials previously sent to
you.
Sincerely,
/s/ Emile A. Battat
Emile A. Battat
Chairman, President and Chief Executive
Officer
