UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
(Amendment No. 4)
(Corrected Final Amendment)
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
UTAH MEDICAL PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)
UTAH MEDICAL PRODUCTS, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
917488108
(Cusip Number of Class of Securities)
KEVIN L. CORNWELL
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
UTAH MEDICAL PRODUCTS, INC.
7043 SOUTH 300 WEST
MIDVALE, UTAH 84047
(801-566-1200)
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on behalf of the Person(s) Filing Statement)
June 1, 1999
(Date Tender Offer First Published, Sent or
Given to Security Holders
<PAGE>
This Amendment No. 4 (the "Amendment") to the Issuer Tender Offer Statement
on Schedule 13E-4, dated June 1, 1999 (the "Schedule") relates to the offer by
Utah Medical Products, Inc. (the "Company " or "UM") to purchase up to 1,000,000
shares (or such lesser number of shares as are validly tendered and not
withdrawn) of its common stock, par value $.01 per share (such shares, together
with the associated common stock purchase rights issued pursuant to the Rights
Agreement, dated as of October 28, 1994, between UM and Registrar and Transfer
Company as Rights Agent, are hereinafter referred to as the "Shares"), at a
price of $8.00 per Share in cash upon the terms and subject to the conditions
set forth in the Offer to Purchase dated June 1, 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
Instructions D to Section 13E-4.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER
See Item 8.
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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, July 23, 1999.
In accordance with the terms of the Offer, UM accepted for purchase 1,153,945
Shares. The final proration factor for the Offer is 90.0%. Odd Lot Shares of
2,631 were purchased prior to proration. The Offer was oversubscribed, with
1,273,322 Shares properly tendered and not properly withdrawn pursuant to the
Offer. In addition to the 1,000,000 Shares subject to the Offer, UM exercised
its option to purchase an additional 146,262 Shares, representing not more than
2% of its outstanding Shares, and accepted all Shares duly tendered by any
stockholder who tendered all Shares owned beneficially and who, as a result of
proration, would then own beneficially an aggregate of fewer than 100 shares.
The number of such Shares was 7,683. The 1,153,945 Shares purchased pursuant to
the Offer represented about 15.2% of the outstanding Shares immediately prior to
the Offer. Following the purchase of the Shares accepted in the Offer, the
Company has 6,453,311 Shares outstanding.
Payment for the Shares accepted, and the return of all other Shares tendered,
commenced on August 9, 1999.
On July 26, 1999, the Company issued a press release announcing the
preliminary results of the Offer. Copies of the press release issued by UM are
attached hereto as Exhibits (a)(12)
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Schedule is hereby amended and supplemented to add Exhibit
(a)(12).
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(a)(12) Form of Press Release issued by the Company dated July 26, 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. 4 to Schedule 13E-4 is true,
complete and correct.
UTAH MEDICAL PRODUCTS, INC.
By /s/ Kevin L. Cornwell
Title: Chairman and Chief Executive Officer
Dated: August 11, 1999
<PAGE>
EXHIBIT INDEX
Exhibit # Description
----------- --------------------------------------------
(a)(12) Form of Press Release dated July 26, 1999.
<PAGE> 4
EXHIBIT (a)(12)
UTAH MEDICAL PRODUCTS, INC.
Corporate Headquarters
7043 South 300 West
Midvale, Utah 84047
Telephone: 801-566-1200
FAX: 801-566-2062
NYSE Symbol: UM
PRESS RELEASE
Utah Medical Products, Inc. Announces Results of Tender Offer
Contact: Paul Richins July 26, 1999
(801) 566-1200
Salt Lake City, Utah - UM's Tender Offer for 1,000,000 of its Shares at
$8.00 per share, initially announced on May 26, expired at 5:00 p.m. Eastern
Time Friday July 23. According to preliminary results tabulated by Registrar
and Transfer Company, the Depositary for the Offer, which need final
verification, shareholders tendered 1,271,000 shares.
In accordance with the applicable regulations of the SEC, which allow the
Company to purchase pursuant to the Offer an additional amount of shares not to
exceed 2% of UM's outstanding shares, UM will purchase 100% of the odd lots and
90% of all other shares tendered, or about 1,150,000 total shares. UM estimates
that proceeds will be distributed to selling shareholders by the Depositary in
about two weeks' time.
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After the Offer, UM's outstanding shares will number approximately 6,450,000.
Shareholders who did not tender their shares now own 18% more of UM than they
did before the Offer expired. Management hopes that UM's consistently improving
performance together with the share repurchases will generate more interest from
investors looking for excellent stock values.
Utah Medical Products, Inc., with particular interest in healthcare for women
and their babies, develops, manufactures, assembles and markets a broad range of
disposable and reusable specialty medical devices designed for better health
outcomes for patients and their care-providers.
