UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
(Amendment No. 2)
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
UTAH MEDICAL PRODUCTS, INC.
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(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
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(Date Tender Offer First Published, Sent or
Given to Security Holders
This Amendment No. 2 amends and supplements the Issuer Tender Offer Statement
on Schedule 13E-4, dated June 1, 1999 relating to the offer by Utah Medical
Products, Inc. (the "Company " or "UM") to purchase up to 800,000 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such lesser number of shares as are validly tendered and not withdrawn) of its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
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.
<PAGE>
ITEM 8. ADDITIONAL INFORMATION
Item 8 (e) is hereby amended and supplemented to reflect the following
amendments and supplements to the Offer:
Section 8 of the Offer to Purchase is hereby amended and supplemented to
add the following:
Upon the terms and subject to the conditions of the Offer, the Company is
increasing the Number of Shares to be Purchased in the Offer and is extending
the Offer. The Number of Shares to be Purchased in the Offer is now
1,000,000 Shares (or such lesser number of Shares as are validly tendered
pursuant to the Offer and not withdrawn). The Offer, proration period and
withdrawal rights now expire at 5:00 p.m., New York City time, on Friday,
July 23, 1999, unless further extended by the Company.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Schedule is hereby amended and supplemented to add Exhibits
(a)(10) and (a)(11).
(a)(10) Form of Press Release issued by the Company dated July 6, 1999.
(a)(11) Form of Notice of Extension to the Offer to Purchase for summary
advertisement
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.
UTAH MEDICAL PRODUCTS, INC.
By: /s/ KEVIN L. CORNWELL
Name: Kevin L. Cornwell
Title: Chairman and Chief Executive Officer
Dated: July 6, 1999
<PAGE>
EXHIBIT INDEX
Exhibit # Description
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(a) (10) Form of Press Release dated July 6, 1999.
(a) (11) Form of Notice of Extension to the Offer to Purchase for
summary advertisement
<PAGE>
EXHIBIT (a)(10)
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. Extends Tender Offer
Contact: Paul Richins July 6, 1999
(801) 566-1200
Salt Lake City, Utah - Due to the nearness of the Company's expected July
20 public announcement of second quarter 1999 financial results and the July 9
expiration date of UM's Tender Offer for 800,000 of its Shares at $8.00 per
share, UM announces that it will extend the Tender Offer expiration date by two
weeks to July 23 to allow shareholders the opportunity to receive UM's most
current financial results prior to deciding whether or not to tender their
shares.
In conjunction with the time extension, the Company also will increase the
number of shares being sought in the Tender Offer to 1,000,000 shares from
800,000 shares under the terms of the Offer filed with the SEC and previously
mailed to shareholders.
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.
<PAGE>
EXHIBIT (a)(11)
This notice itself is not an offer to purchase or a solicitation of an offer to
sell Common Shares. The Offer is made only by the Offer to Purchase dated
June 1, 1999 and the related Letter of Transmittal. The Offer is not being
made to, nor will tenders be accepted from or on behalf of, holders of Common
Shares in any jurisdiction in which making or accepting the Offer would
violate that jurisdiction's laws.
NOTICE of EXTENSION to the
OFFER to PURCHASE for CASH by
UTAH MEDICAL PRODUCTS, INC. (NYSE: UM)
up to 1,000,000 SHARES of its COMMON STOCK
at a PURCHASE PRICE of $8.00 per SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON FRIDAY, JULY 23, 1999,
UNLESS THE OFFER IS FURTHER EXTENDED.
UM invites holders of its shares of its Common Stock, par value $0.01 per share,
to tender such shares to the Company at a price of $8.00 per share. This
extension increases the number of Shares to be Purchased in the Offer to 1,000,
000 Shares (or such lesser number of Shares as are validly tendered pursuant to
the Offer and not withdrawn), from 800,000 Shares. The Offer, proration period
and withdrawal rights have also been extended by two weeks, and will now expire
at 5:00 p.m., New York City time, on Friday, July 23, 1999, unless further
extended by the Company.
The purpose of the Offer is to allow those stockholders desiring to receive cash
for all or a portion of their UM shares an opportunity to do so at a premium
over recent trading prices, without the usual brokerage commissions, odd lot
charges or other transaction costs associated with market sales. UM's Board of
Directors has determined that the Company's financial condition and outlook and
current market conditions, including recent trading prices of the shares, make
this an attractive time to repurchase a significant portion of the outstanding
shares. Accordingly, the Offer is consistent with the Company's long term
corporate goal of increasing stockholder value.
The Board of Directors continues to believe that UM shares represent an
attractive investment for continuing stockholders. Stockholders who determine
not to accept the Offer will increase their proportionate interest in the
Company and thus in the Company's future earnings, subject to the Company's
right to issue additional shares and other equity securities in the future.
Tendered Shares may be withdrawn at any time prior to the expiration of the
Offer (5:00 p.m., New York City time, on Friday, July 23, 1999, or such later
date to which the Offer is extended by the Company) and, unless previously
purchased, may also be withdrawn at any time after 5:00 P.M., New York City
time, on Tuesday, August 10, 1999.
In the event that proration of tendered shares is required, proration for each
stockholder tendering shares, other than Odd Lot Holders, shall be based on the
ratio of the number of Shares tendered by such stockholder (and not withdrawn
prior to the Expiration Date) to the total number of Shares tendered by all
stockholders, other than Odd Lot Holders, (and not withdrawn prior to the
Expiration Date). There will be no proration of Shares tendered by any
stockholder owning beneficially fewer than 100 Shares in the aggregate as of the
close of business on May 28, 1999 and as of the Expiration Date, who tenders all
such Shares prior to the Expiration Date.
The Offer is not conditioned on any minimum number of Shares being tendered.
The Offer is, however, subject to certain other conditions set forth in the
Offer to Purchase. Copies of the Offer to Purchase, the Letter of Transmittal
or other tender offer materials may be obtained from the Company and will be
furnished at the Company's expense. Questions and requests for assistance may be
directed to the Company as set forth below. Stockholders may also contact their
local broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Offer.
Utah Medical Products, Inc.
Attn: Paul O. Richins
7043 South 300 West
Midvale, Utah 84047
Banks and Brokers Call: (801) 566-1200
All Others Call Toll Free: (800) 533-4984
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