SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
AMENDMENT NO. 1
TO
SCHEDULE 13E-4
______________________
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
NATIONAL PATENT DEVELOPMENT CORPORATION
_______________________________________
(Name of Issuer)
NATIONAL PATENT DEVELOPMENT CORPORATION
_______________________________________
(Name of Person(s) Filing Statement)
6% Convertible Bonds Due March 7, 1995,
5 3/4% Convertible Bonds Due May 9, 1995,
5 5/8% Convertible Bonds Due March 18, 1996,
8% Bonds Due March 1, 1995, or
(collectively, the "Old Swiss Franc Bonds")
7% Dual Currency Convertible Bonds Due March 18, 1996
(the "Old U.S. Dollar Bonds," and collectively with
the Old Swiss Franc Bonds, the "Bonds")
_______________________________________
(Title of Class of Securities)
6% Convertible Bonds Due March 7, 1995,
(Swiss Security No. 887283)
5 3/4% Convertible Bonds Due May 9, 1995,
(Swiss Security No. 887284)
5 5/8% Convertible Bonds Due March 18, 1996,
(Swiss Security No. 887286)
8% Bonds Due March 1, 1995, or
(Swiss Security No. 887282)
7% Dual Currency Convertible Bonds Due March 18, 1996
(Swiss Security No. 887287)
_______________________________________________________
(Cusip Number & Class of Securities)
Lawrence M. Gordon
National Patent Development Corporation
9 West 57th Street
New York, New York 10019
(212) 230-9500
<PAGE>2
_________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the
Person(s) Filing Statement)
June 10, 1994
_________________________________________
(Date Tender Offer First Published,
Sent or Given to Security Holders)
<PAGE>3
Response to General Instruction D
_________________________________
The Offer terminated at 5:00 p.m., New York City time, on
Monday, July 11, 1994. SFr. 2,569,000 aggregate principal amount of Old
Swiss Franc Bonds and US $1,377,000 aggregate principal amount of Old
U.S. Dollar Bonds were tendered for exchange pursuant to the Offer and
were accepted by National Patent Development Corporation.
<PAGE>4
Item 9 Material to be filed as Exhibits.
______
(a)*(1) U.S. Offering Circular dated June 10, 1994.
*(2) Foreign Offering Circular dated June 10, 1994.
*(3) Form of U.S. Letter of Instructions.
*(4) Form of Foreign Letter of Instructions.
*(5) Advertisement dated June 10, 1994 published in
The New York Times.
__________________
(6) Press Release of National Patent Development Corporation dated
July 25, 1994.
(b) None.
(c) None.
(d) None.
(e) None.
_______________________________
* Previously filed on June 10, 1994.
<PAGE>5
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
July 25, 1994
___________________________
(Date)
NATIONAL PATENT DEVELOPMENT CORPORATION
By /s/ Lawrence M. Gordon
__________________________________
Name: Lawrence M. Gordon
Title: Vice President and General Counsel
<PAGE>6
EXHIBIT INDEX
Page Number in
Sequentially
Numbered Volume
_______________
EXHIBIT (a)*(1) U.S. Offering Circular
dated June 10, 1994.
*(2) Foreign Offering Circular
dated June 10, 1994.
*(3) Form of U.S. Letter of
Instructions.
*(4) Form of Foreign Letter of
Instructions.
*(5) Advertisement dated June
10, 1994 published in
The New York Times.
__________________
(6) Press Release of National
Patent Development
Corporation dated
July 25, 1994.
_______________________________
* Previously filed on June 10, 1994.
<PAGE>7
Exhibit (a)(6)
______________
Contact: Scott N. Greenberg Lawrence M. Gordon
Vice President and Vice President and
Chief Financial Officer General Counsel
(212) 230-9529 (212) 230-9513
NATIONAL PATENT COMPLETES EXCHANGE OFFER
FOR IMMEDIATE RELEASE:
New York, New York, July 25, 1994....National Patent Development
Corporation (NPD-ASE/PSE) announced today that it received an aggregate
of SFr. 2,569,000 principal amount of its Swiss denominated bonds and
$1,377,000 of its 7% Dual Currency Convertible Bonds in response to its
Exchange Offer which expired on July 11, 1994. Under the terms of the
Exchange Offer, National Patent will issue approximately 1,250,000
shares of Common Stock in exchange for the bonds tendered in the
Exchange Offer, including accrued interest.
The Exchange Offer increased shareholders' equity by approximately
$3,300,000 and reduced interest expense by approximately $300,000 per
year.
As of July 25, 1994, there are outstanding SFr. 6,522,000 of the 8%
Bonds due March 1, 1995, SFr. 7,675,000 of the 6% Convertible Bonds due
March 7, 1995, SFr. 3,105,000 of the 5 3/4% Convertible Bonds due May 9,
1995, SFr. 4,420,000 of the 5 5/8% Convertible Bonds due March 18, 1996
and $2,550,000 of the 7% Dual Currency Bonds due March 18, 1996.
