UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
(AMENDMENT NO. 1)
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)
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on behalf of the Person(s) Filing Statement)
<PAGE> 1
June 1, 1999
------------------------------------------
(Date Tender Offer First Published, Sent or
Given to Security Holders
This Amendment 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such lesser number of shares as are validly tendered and not withdrawn) of its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.
ITEM 8. ADDITIONAL INFORMATION
Item 8 (e) is hereby amended and supplemented to reflect the following
amendments and supplements to the Offer:
(i) Section 8 of the Offer to Purchase is amended in its entirety
with the following:
<PAGE> 2
Assuming that the Company purchases 800,000 Shares pursuant to the Offer at
$8.00 per Share, the Company expects the maximum amount required to purchase
shares pursuant to the Offer and to pay related taxes, fees and expenses will
be approximately $6,450,000, which the Company expects to obtain from its
general corporate funds and from borrowings under the Company's $12,500,000
unsecured revolving line of credit ("Line of Credit") with First Security
Bank, N.A. The Line of Credit expires on March 25, 2001. The Company's
ability to borrow funds under the Line of Credit is contingent on meeting
certain financial covenants in the Line of Credit, including maintaining a
minimum amount of cash flow and a maximum leverage ratio. Loans under the
Line of Credit currently bear interest at a rate equal to First Security's
daily LIBOR plus 1.45%. UM intends to repay any borrowings under the Line of
Credit through it operating activities.
(ii) The Letter of Transmittal, a copy of which is attached hereto as
Exhibit (a)(2) is amended in its entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Schedule is hereby amended and supplemented to reflect the
following amendments and supplements to Exhibits (a)(7) and (b)(1).
(a)(7) The Form of Notice of Offer to Purchase for summary advertisement is
supplemented by adding the following prior to the first line:
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
<PAGE> 3
Shares in any jurisdiction in which making or accepting the Offer would
violate that jurisdiction's laws.
(b)(1) The Revolving Loan Agreement, dated April 4, 1997 between Utah Medical
Products, Inc. and First Security Bank, N.A., with modifications, is
supplemented by adding a modification effective June 4, 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. 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: June 25, 1999
EXHIBIT INDEX
<PAGE> 4
Exhibit # Description
(a) (2) Form of Letter of Transmittal (including Certification of
Taxpayer Identification Number on Substitute Form W-9).
(b) (1) Modification Agreement, Effective as of June 4, 1999 relating to
the Revolving Loan Agreement, dated April 4, 1997 between Utah
Medical Products, Inc. and First Security Bank, N.A..
EXHIBIT (a)(2)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK OF
UTAH MEDICAL PRODUCTS, INC.
PURSUANT TO THE OFFER TO PURCHASE DATED JUNE 1, 1999
THE DEPOSITARY FOR THE OFFER IS: REGISTRAR AND TRANSFER COMPANY
By Facsimile Transmission (for Eligible Institutions only): (908) 497-2311
Call Toll Free: (800) 368-5948
Mailing Address: 10 Commerce Drive By Hand: c/o The Depository Trust Company
Cranford, New Jersey 07016 Transfer Agent Drop
55 Water Street
New York, NY 10041-0099
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON FRIDAY, JULY 9, 1999, UNLESS THE OFFER IS EXTENDED.
DESCRIPTION OF SHARES TENDERED
<PAGE> 5
Shares Tendered (Attach List if Necessary)
Total Number
Name and Address of Registered Holder of Shares Number
Please Fill in Exactly as Name(s) Certificate Represented by Of Shares
Appear(s) on Certificate(s) Number(s)(1) Certificate(s) Tendered(2)
- ------------------------------------- ------------ -------------- -----------
TOTAL SHARES
Indicate in this box the order (by certificate number) in which Shares are to be
purchased in the event of proration.(3) (Attach additional signed list if
necessary.) See Instruction 13.
1st: 2nd: 3rd: 4th: 5th:
----- ----- ----- ----- -----
<PAGE> 6
(1) Need not be completed by stockholders tendering Shares by book-entry
transfer.
(2) Unless otherwise indicated, it will be assumed that all Shares represented
by each Share certificate delivered to the Depositary are being tendered
hereby. See Instruction 4.
(3) If you do not designate an order, then in the event less than all Shares
tendered are purchased due to proration, Shares will be selected for
purchase by the Depositary. See Instruction 13
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING
INSTRUCTIONS, CAREFULLY BEFORE CHECKING ANY BOX BELOW.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE COMPANY WILL NOT
BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY.
DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE VALID
DELIVERY TO THE DEPOSITARY.
This Letter of Transmittal is to be used only if certificates are to be
forwarded herewith or if delivery of Shares (as defined below) is to be made by
book-entry transfer to the Depositary's account at The Depository Trust Company
(the "Book-Entry Transfer Facility") pursuant to the procedures set forth in
Section 3 of the Offer to Purchase (as defined below).
Stockholders whose Share certificates are not immediately available, who
cannot deliver certificates and any other documents required to the Depositary
by the Expiration Date (as defined in the Offer to Purchase), or who cannot
complete the procedure for book-entry transfer prior to the Expiration Date must
tender their Shares using the guaranteed delivery procedure set forth in Section
3 of the Offer to Purchase. See Instruction 2.
<PAGE> 7
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED SHARES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution:
Account No.:
Transaction Code No.:
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution that Guaranteed Delivery:
Name of Tendering Institution:
If delivery is by book-entry transfer:
Name of Tendering Institution:
Account No.:
<PAGE> 8
Transaction Code No.:
NOTE: SIGNATURES MUST BE PROVIDED ON REVERSE. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Utah Medical Products, Inc., a Utah
corporation (the "Company"), the above-described shares of its common stock, par
value $.01 per share (such shares, together with associated common stock
purchase rights issued pursuant to the Rights Agreement, dated as of October 28,
1994, between the Company and Registrar and Transfer Company as Rights Agent, as
amended, are hereinafter referred to as the "Shares"), at the price per Share of
$8.00, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated June 1, 1999 (the "Offer to Purchase"),
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which together constitute the "Offer").
Subject to, and effective upon, acceptance for payment of and payment for the
Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to all the Shares that are being tendered hereby or
orders the registration of such Shares tendered by book-entry transfer that are
purchased pursuant to the Offer to or upon the order of the Company and hereby
irrevocably constitutes and appoints the Depositary the true and lawful agent
and attorney-in-fact of the undersigned with respect to such Shares, with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to:
<PAGE> 9
(i) deliver certificates for such Shares, or transfer ownership of such
Shares on the account books maintained by the Book-Entry Transfer
Facility, together, in any such case, with all accompanying evidences
of transfer and authenticity, to or upon the order of the Company upon
receipt by the Depositary, as the undersigned's agent, of the Purchase
Price (as defined below) with respect to such Shares;
(ii) present certificates for such Shares for cancellation and transfer on
the books of the Company; and
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares, all in accordance with the terms of the
Offer.
The undersigned hereby represents and warrants to the Company that the
undersigned has full power and authority to tender, sell, assign and transfer
the Shares tendered hereby and that, when and to the extent the same are
accepted for payment by the Company, the Company will acquire good, marketable
and unencumbered title thereto, free and clear of all liens, restrictions,
charges, encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the same will not be subject to
any adverse claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or the Company to be necessary or
desirable to complete the sale, assignment and transfer of the Shares tendered
hereby.
The undersigned represents and warrants to the Company that the undersigned
has read and agrees to all of the terms of the Offer. All authority herein
conferred or agreed to be conferred shall not be affected by and shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer, this
tender is irrevocable.
<PAGE> 10
The undersigned understands that tenders of Shares pursuant to any one of the
procedures described in Section 3 of the Offer to Purchase and in the
Instructions will constitute the undersigned's acceptance of the terms and
conditions of the Offer, as well as the undersigned's representation and
warranty to the Company that (i) the undersigned has a net long position in the
Shares or equivalent securities being tendered within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and (ii) the tender of such Shares complies with Rule 14e-4 of the
Exchange Act. The Company's acceptance for payment of Shares tendered pursuant
to the Offer will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
The names and addresses of the registered holders should be printed, if they
are not already printed above, exactly as they appear on the certificates
representing Shares tendered hereby. The certificate numbers, the number of
Shares represented by such certificates, the number of Shares that the
undersigned wishes to tender should be indicated in the appropriate boxes on
this Letter of Transmittal.
The undersigned understands that the Company will purchase 800,000 Shares (or
such lesser number of Shares as are validly tendered and not withdrawn) pursuant
to the Offer. The undersigned understands that the Company will pay the
Purchase Price for all Shares validly tendered and not withdrawn, upon the terms
and subject to the conditions of the Offer, the procedure pursuant to which
Shares will be accepted for payment and the proration provisions. Certificates
representing Shares not purchased because of proration will be returned at the
Company's expense. See Section 1 of the Offer to Purchase.
The undersigned recognizes that, under certain circumstances set forth in the
Offer to Purchase, the Company may terminate or amend the Offer or may postpone
the acceptance for payment of, or the payment for, Shares tendered or may not be
<PAGE> 11
required to purchase any of the Shares tendered hereby or may accept for payment
fewer than all of the Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the Purchase Price of any Shares purchased, and
return any Shares not tendered or not purchased, in the name(s) of the
undersigned (and, in the case of Shares tendered by book-entry transfer, by
credit to the account at the Book-Entry Transfer Facility). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the check
for the Purchase Price of any Shares purchased and any certificates for Shares
not tendered or not purchased (and accompanying documents, as appropriate) to
the undersigned at the address shown below the undersigned's signature(s). In
the event that both "Special Payment Instructions" and "Special Delivery
Instructions" are completed, please issue the check for the Purchase Price of
any Shares purchased and return any Shares not tendered or not purchased in the
name(s) of, and mail such check and any certificates to, the person(s) so
indicated. The undersigned recognizes that the Company has no obligation,
pursuant to the "Special Payment Instructions," to transfer any Shares from the
name of the registered holder(s) thereof if the Company does not accept for
payment any of the Shares so tendered.
The undersigned understands that acceptance of Shares by the Company for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
SHARES ARE BEING TENDERED AT $8.00 PER SHARE
ODD LOTS
(SEE INSTRUCTION 8)
<PAGE> 12
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person who owned beneficially as of the close of business on May 28,
1999, and who continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares.
The undersigned either (check one box):
[ ] owned beneficially as of the close of business on May 28, 1999, and
continues to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares, all of which are being tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other nominee that
(i) is tendering, for the beneficial owners thereof, Shares with respect
to which it is the record owner, and (ii) believes, based upon
representations made to it by each such beneficial owner, that such
beneficial owner owned beneficially as of the close of business on May
28, 1999, and continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares and is tendering all such Shares.
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national securities
exchange or the NYSE, or a commercial bank or trust company (not a savings bank
or savings and loan association) having an office in the United States hereby
guarantees: (I) that the above-named person(s) has a net long position in the
Shares being tendered within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended; (ii) that such tender of shares
complies with Rule 14e-4; and (iii) to deliver to the Depository at its address
set forth above certificate(s) for the Shares tendered hereby, in proper form
for transfer, or a confirmation of the book-entry transfer of the Shares
tendered hereby into the Depositary's account at The Depository Trust Company,
<PAGE> 13
in each case together with a properly completed and duly executed Letter(s) of
Transmittal (or facsimile(s) thereof), with any required signature guarantee(s)
and any other required documents, all within three trading days on The NYSE
Stock Market after the Depositary receives this Notice.
------------------------------- -------------------------
Name of Firm Authorized Signature
------------------------------- -------------------------
Address Name (Please Print)
------------------------------- -------------------------
City, State, Zip Code Title
------------------------------- -------------------------
Area Code and Telephone Number Dated:
DO NOT SEND SHARE CERTIFICATES WITH THIS FORM.
YOUR SHARE CERTIFICATES MUST BE SENT WITH
THE LETTER OF TRANSMITTAL
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 And 8) (See Instructions 6 And 8)
To be completed ONLY if the check To be completed ONLY if the
for the aggregate Purchase Price of check for the aggregate
Shares purchased and certificates Purchase Price of Shares
<PAGE> 14
for Shares not tendered or not purchased and/or certificates
purchased are to be issued in the for Shares not tendered or not
name of someone other than the purchased are to be mailed to
undersigned. someone other than the undersigned or
to the undersigned at an address
other than that shown below the
undersigned's signature(s).
Issue [ ] check and/or [ ] certificate(s) to:
Issue [ ] check and/or [ ]
certificate(s) to:
Name: --------------------------- Name: -------------------------
(Please Print) (Please Print)
Address: ------------------------ Address: ----------------------
(including Zip Code) (including Zip Code)
- ----------------------------- ------------------------------
(Tax Identification or Social (Tax Identification or Social
Security No.) Security No.)
<PAGE> 15
(Book-Entry Transfer Facility Account Number) (Book-Entry Transfer Facility
Account Number)
IMPORTANT
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL STOCKHOLDERS)
Signature(s) of stockholder(s):
Dated: , 1999
Name(s): --------------------------------
(Please Print)
Capacity (Full Title): --------------------------------
Address: --------------------------------
(Include Zip Code)
Area Code and Telephone No.: --------------------------------
(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
<PAGE> 16
If signature is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a fiduciary or
representative capacity, please set forth full title and see Instruction 6.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6)
Firm Name: --------------------------------
(Please Print)
Authorized Signature: --------------------------------
Title: --------------------------------
Address: --------------------------------
(Include Zip Code)
Area Code and Telephone Number: --------------------------------
Dated: , 1999
PAYER'S NAME: --------------------------------
SUBSTITUTE
FORM W-9
<PAGE> 17
(See Instruction 8)
Please fill in your name and address below.
Name --------------------------------
Address (number and street) --------------------------------
City, State and Zip Code --------------------------------
Department of the Treasury
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER
PART 1 ----- PLEASE PROVIDE Social Security
Number(s)
AND CERTIFY BY SIGNING AND DATING BELOW.
PART 2 ----- CERTIFICATION ----- Under Penalties of Perjury, I certify that:
<PAGE> 18
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service ("IRS") that I am subject to backup withholding as a
result of a failure to report all interest or dividends or (c) the IRS
has notified me that I am no longer subject to backup withholding.
PART 3 ----- Awaiting TIN
PART 4 ----- For Payee Exempt from Backup Withholding. Exempt
CERTIFICATION INSTRUCTIONS ----- You must cross out Item 2 in Part 2 above if
you have been notified by the IRS that you are currently subject to backup
withholding because of under reporting interest or dividends on your tax return.
However, if after being notified by the IRS that you were subject to backup
withholding, you received another notification from the IRS stating that you are
no longer subject to backup withholding, do not cross out Item (2). If you are
exempt from backup withholding, check the box in Part 4 above.
SIGNATURE -------------------------- DATE -----------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
<PAGE> 19
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number to the you within 60 days,
you are required to withhold 31% of all reportable payments thereafter made to
me until I provide a number.
Signature ----------------------------- Date -----------------------------
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal must
be guaranteed by a firm that is an Eligible Institution (as defined below),
unless (i) this Letter of Transmittal is signed by the registered holder(s) of
the Shares (which term, for purposes of this document, shall include any
participant in a Book-Entry Transfer Facility whose name appears on a security
position listing as the owner of Shares) tendered herewith and such holder(s)
have not completed the box entitled "Special Payment Instructions" or the box
entitled "Special Delivery Instructions" on this Letter of Transmittal, or (ii)
such Shares are tendered for the account of a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company (not a savings bank or
savings and loan association) having an office, branch or agency in the United
States (each such entity, an "Eligible Institution"). See Instruction 6.
<PAGE> 20
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be used either if Share
certificates are to be forwarded herewith or if delivery of Shares is to be made
by book-entry transfer pursuant to the procedures set forth in Section 3 of the
Offer to Purchase. Certificates for all physically delivered Shares, or a
confirmation of a book-entry transfer into the Depositary's account at the Book-
Entry Transfer Facility of all Shares delivered electronically, as well as a
properly completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof) and any other documents required by this Letter of
Transmittal, must be received by the Depositary at its address set forth on the
front page of this Letter of Transmittal prior to the Expiration Date. If
certificates are forwarded to the Depositary in multiple deliveries, a properly
completed and duly executed Letter of Transmittal must accompany each such
delivery.
Stockholders whose Share certificates are not immediately available, who
cannot deliver their Shares and all other required documents to the Depositary
or who cannot complete the procedure for delivery by book-entry transfer prior
to the Expiration Date must tender their Shares pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to
such procedure: (i) such tender must be made by or through an Eligible
Institution; (ii) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by the Company (with any required
signature guarantees) must be received by the Depositary prior to the Expiration
Date; and (iii) the certificates for all physically delivered Shares in proper
form for transfer by delivery, or a confirmation of a book-entry transfer into
the Depositary's account at the Book-Entry Transfer Facility of all Shares
delivered electronically, in each case together with a properly completed and
duly executed Letter of Transmittal (or facsimile thereof) and any other
documents required by this Letter of Transmittal, must be received by the
Depositary within three trading days on The New York Stock Exchange after the
<PAGE> 21
date the Depositary receives such Notice of Guaranteed Delivery, all as
provided in Section 3 of the Offer to Purchase.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION
AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERTY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
No alternative or contingent tenders will be accepted. By executing this
Letter of Transmittal (or facsimile thereof), the tendering stockholder waives
any right to receive any notice of the acceptance for payment of the Shares.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and the number of Shares should be listed on a separate
signed schedule and attached to this Letter of Transmittal.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares represented by any certificate delivered
to the Depositary are to be tendered, fill in the number of Shares that are to
be tendered in the box entitled "Number of Shares Tendered." In such case, a new
certificate for the remainder of the Shares represented by the old certificate
will be sent to the person(s) signing this Letter of Transmittal, unless
otherwise provided in the "Special Payment Instructions" or "Special Delivery
Instructions" boxes on this Letter of Transmittal, as promptly as practicable
following the expiration or termination of the Offer. All Shares represented by
certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
<PAGE> 22
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signatures(s) must correspond with the name(s) as written
on the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or facsimiles thereof) as there are
different registrations of such Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the Purchase Price is to be made to, or Shares
not tendered or not purchased are to be registered in the name of, any person
other than the registered holder(s), in which case the certificate(s) evidencing
the Shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered holder(s)
appear(s) on such certificates. Signatures on any such certificates or stock
powers must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than the registered
holder(s) of the Shares tendered hereby, certificates evidencing the Shares
tendered hereby must be endorsed or accompanied by appropriate stock powers, in
either case, signed exactly as the name(s) of the registered holder(s) appear(s)
on such certificate(s). Signature(s) on any such certificates or stock powers
must be guaranteed by an Eligible Institution. See Instruction 1.
<PAGE> 23
If this Letter of Transmittal or any certificate or stock power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Company of the authority of such person so to act must be submitted.
6. STOCK TRANSFER TAXES. The Company will pay or cause to be paid any stock
transfer taxes with respect to the sale and transfer of any Shares to it or its
order pursuant to the Offer. If, however, payment of the aggregate Purchase
Price is to be made to, or Shares not tendered or not purchased are to be
registered in the name of, any person other than the registered holder(s), or if
tendered Shares are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder(s), such other person or
otherwise) payable on account of the transfer to such person will be deducted
from the purchase price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted. See Section 5 of the Offer to
Purchase. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY TO
AFFIX TRANSFER TAX STAMPS TO THE CERTIFICATES REPRESENTING SHARES TENDERED
HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any Shares tendered hereby is to be issued in the name of, or any
Shares not tendered or not purchased are to be returned to, a person other than
the person(s) signing this Letter of Transmittal, or if the check or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of Shares
Tendered," then the boxes captioned "Special Payment Instructions" and "Special
Delivery Instructions" on this Letter of Transmittal should be completed.
Stockholders tendering Shares by book-entry transfer will have any Shares not
accepted for payment returned by crediting the account maintained by such
<PAGE> 24
stockholder at the Book-Entry Transfer Facility from which such transfer was
made.
8. ODD LOTS. As described in Section 1 of the Offer to Purchase, if fewer
than all Shares validly tendered and not withdrawn prior to the Expiration Date
are to be purchased, the Shares purchased first will consist of all Shares
tendered by any stockholder who owned beneficially as of the close of business
on May 28, 1999, and continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares and who validly tendered all such Shares.
Partial tenders of Shares will not qualify for this preference and this
preference will not be available unless the box captioned "Odd Lots" in this
Letter of Transmittal and the Notice of Guaranteed Delivery, if any, is
completed.
9. SUBSTITUTE FORM W-9 AND FORM W-8. Under the United States federal income
tax backup withholding rules, unless an exemption applies under the applicable
law and regulations, 31% of the gross proceeds payable to a stockholder or other
payee pursuant to the Offer must be withheld and remitted to the United States
Treasury, unless the stockholder or other payee provides such person's taxpayer
identification number (employer identification number or social security number)
to the Depositary and certifies that such number is correct. Therefore, each
tendering stockholder must complete and sign the Substitute Form W-9 included as
part of this Letter of Transmittal so as to provide the information and
certification necessary to avoid backup withholding, unless such stockholder
otherwise establishes to the satisfaction of the Depositary that it is not
subject to backup withholding. Certain stockholders (including, among others,
all corporations and certain foreign stockholders) are not subject to these
backup withholding requirements. To prevent possible erroneous backup
withholding, an exempt holder must enter its correct taxpayer identification
number in Part 1 of Substitute Form W-9, certify that such Stockholder is not
subject to backup withholding in Part 2 of such form, and sign and date the
form. See the enclosed Guidelines for Certification of Taxpayer Identification
<PAGE> 25
Number or Substitute Form W-9 for additional instructions. In order for a
foreign stockholder to qualify as an exempt recipient, a foreign stockholder
must submit an Internal Revenue Service ("IRS") Form W-8 or a Substitute Form W-
8, signed under penalties of perjury, attesting to that stockholder's exempt
status. Form W-8 may be obtained from the Depositary.
10. WITHHOLDING ON FOREIGN STOCKHOLDERS. Even if a foreign stockholder has
provided the required certification to avoid backup withholding, the Depositary
will withhold United States federal income taxes equal to 30% of the gross
payments payable to a foreign stockholder or its agent unless (A) the Depositary
determines that a reduced rate of withholding is available pursuant to a tax
treaty or that an exemption from withholding is applicable because such gross
proceeds are effectively connected with the conduct of a trade or business in
the United States or (B) the foreign stockholder establishes to the satisfaction
of the Company and the Depositary that the sale of Shares by such foreign
stockholder pursuant to the Offer will qualify as a "sale or exchange," rather
than as a distribution taxable as a dividend, for United States federal income
tax purposes (see Section 13 of the Offer to Purchase). For this purpose, a
foreign stockholder is any stockholder that is not (i) a citizen or resident of
the United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States, any State or any political
subdivision thereof, (iii) an estate, the income of which is subject to United
States federal income taxation regardless of the source of such income or (iv) a
trust the administration of which a court within the United States is able to
exercise primary supervision and all substantial decisions of which one or more
United States persons have the authority to control. In order to obtain a
reduced rate of withholding pursuant to a tax treaty, a foreign stockholder must
deliver to the Depositary a properly completed IRS Form 1001. In order to obtain
an exemption from withholding on the grounds that the gross proceeds paid
pursuant to the Offer are effectively connected with the conduct of a trade or
business within the United States, a foreign stockholder must deliver to the
Depositary a properly completed IRS Form 4224. The Depositary will determine a
<PAGE> 26
stockholder's status as a foreign stockholder and eligibility for a reduced rate
of, or an exemption from, withholding by reference to outstanding certificates
or statements concerning eligibility for a reduced rate of, or exemption from,
withholding (e.g., IRS Form 1001 or IRS Form 4224) unless facts and
circumstances indicate that such reliance is not warranted. A foreign
stockholder may be eligible to obtain a refund of all or a portion of any tax
withheld if such stockholder meets the "complete redemption," "substantially
disproportionate" or "not essentially equivalent to a dividend" test described
in Section 13 of the Offer to Purchase or is otherwise able to establish that no
tax or a reduced amount of tax is due. Each foreign stockholder is urged to
consult its tax advisor regarding the application of United States federal
income tax withholding, including eligibility for a withholding tax reduction or
exemption and refund procedures.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests
for assistance may be directed to the Depository or the Company at its address
and telephone number below. Requests for additional copies of the Offer to
Purchase, this Letter of Transmittal or other tender offer materials may be
directed to the Depository or the Company, and such copies will be furnished
promptly at the Company's expense. Stockholders may also contact their local
broker, dealer, commercial bank or trust company for documents relating to, or
assistance concerning, the Offer.
12. IRREGULARITIES. All questions as to the number of Shares to be
accepted, the price to be paid therefor and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by the Company, in its sole discretion, which determination
shall be final and binding on all parties. The Company reserves the absolute
right to reject any or all tenders it determines not to be in proper form or the
acceptance of or payment for which may, in the opinion of the Company's counsel,
be unlawful. The Company also reserves the absolute right to waive any of the
conditions of the Offer and any defect or irregularity in the tender of any
<PAGE> 27
particular Shares or any particular stockholder. No tender of Shares will be
deemed to be validly made until all defects or irregularities have been cured or
waived. None of the Company, the Depositary, or any other person is or will be
obligated to give notice of any defects or irregularities in tenders, and none
of them will incur any liability for failure to give any such notice.
13. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in Section 1 of
the Offer to Purchase, stockholders may designate the order in which their
Shares are to be purchased in the event of proration. The order of purchase may
have an effect on the United States federal income tax classification of any
gain or loss on the Shares purchased. See Sections 1 and 13 of the Offer to
Purchase.
14. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any stockholder
whose certificates have been mutilated, lost, stolen or destroyed should contact
the Company's transfer agent, Registrar and Transfer Company (the "Transfer
Agent"), for further instructions as soon as possible. In the event of a
mutilated, lost, stolen or destroyed certificate, certain procedures will be
required to be completed before this Letter of Transmittal can be processed.
Because these procedures may take a substantial amount of time to complete,
notice of any mutilated, lost, stolen or destroyed certificate should be
provided to the Transfer Agent as soon as possible.
EXHIBIT (b)(1)
MODIFICATION AGREEMENT
First Security Bank, N.A. ("Lender ) has extended credit (the "Loan") to Utah
Medical Products, Inc. (individually and collectively "Borrower") pursuant to a
promissory note dated April 4, 1997 (the "Note") in the stated principal amount
<PAGE> 28
of $10,000,000.00, increased to $12,500,000.00 on October 15, 1998. The Loan is
unsecured.
The Note and any loan agreements, guaranties, subordinations, Collateral
Documents, and other instruments and documents executed in connection therewith,
together with any previous modifications to any of these instruments or
documents, shall be referred to as the "Loan Documents."
Borrower has requested certain modifications to the Loan Documents and Lender is
willing to grant such modifications on the following terms and conditions:
1.Provided that all conditions stated herein are satisfied, the terms of the
Loan Documents are hereby modified as follows:
Modifications to the Terms of the Note:
This Agreement does not constitute a repayment or extinguishment of the
Note, but only a modification thereof.
Other Modifications to the Loan Documents:
The Loan Documents shall be amended as follows:
The earnings before taxes covenant as stated in Sections 5.8 of the
Revolving Loan Agreement dated April 4, 1997, as amended, shall be deleted
in its entirety, and in its place a minimum abreviated cash flow covenant
shall be substituted, which shall read as follows:
5.8 Borrower shall maintain at all times a minimum abreviated cash
flow of no less than $7,000,000.00 on a rolling four quarter basis. Such
abreviated cash flow, for purposes of this agreement, shall be defined as
<PAGE> 29
net income plus depreciation expense plus amortization expense, as such
items are reported on Borrower's quarterly income statements.
The tangible net worth covenant as stated in Section 5.9 of the
Revolving Loan Agreement dated April 4, 1997, as amended, shall also be
deleted. In its place a new leverage covenant shall be substituted, which
shall read as follows:
5.9 Borrower shall maintain at all times a leverage ratio which shall
not exceed 1.00 : 1.00, as such ratio shall be measured quarterly on its
quarter-end balance sheet. Said leverage ratio shall be measured by
dividing Borrower's total liabilities by its book value net worth.
2.As preconditions to the terms of this Agreement, Borrower shall complete or
provide the following:
Borrower shall pay or shall have paid all reasonable fees, costs, and
expenses, of whatever kind or nature, incurred by Lender in connection with
this Agreement, including but not limited to attorneys fees, lien search
fees, title reports and policies, and recording and filing fees.
Borrower shall pay a $5,000.00 Modification fee at the time of the
execution of this Modification Agreement.
3.It is the intention and agreement of Borrower and Lender that: (i) all
collateral security in which Lender has acquired a security interest or other
lien pursuant to the Loan Documents shall continue to serve as collateral
security for payment and performance of all the obligations of the Borrower
under the Loan Documents, and (ii) all agreements, representations,
warranties, and covenants contained in the Loan Documents are hereby
reaffirmed in full by Borrower except as specifically modified by this
Agreement.
<PAGE> 30
4.Borrower hereby acknowledges that: (i) the Loan Documents are in full force
and effect, as modified by this Agreement, and (ii) by entering into this
Agreement, Lender does not waive any existing default or any default
hereafter occurring or become obligated to waive any condition or obligation
under the Loan Documents.
5.Borrower hereby acknowledges that Borrower has no claim, demand, lawsuit,
cause of action, claim for relief, remedy, or defense against enforcement of
the Loan Documents that could be asserted against Lender, its affiliates,
directors, officers, employees, or agents, whether known or unknown, for
acts, failures to act (whether such act or failure to act is intentional or
negligent), representations, commitments, statements or warranties, including
without limitation any such conduct arising out of or in any way connected
with the Loan Documents. Notwithstanding the foregoing, Borrower hereby
waives, releases, and relinquishes any and all claims, demands, lawsuits,
causes of action, claims for relief, remedies, or defenses against
enforcement of the Loan Documents that could be asserted against Lender, its
affiliates, directors, officers, employees, or agents, whether known or
unknown.
6.In addition to this Agreement, the Loan Documents, and any additional
documents that this Agreement requires, this finance transaction may include
other written closing documentation such as resolutions, waivers,
certificates, financing statements, filings, statements, closing or escrow
instructions, loan purpose statements, and other documents that Lender may
customarily use in such transactions. Such documents are incorporated herein
by this reference. All the documents to which this paragraph makes reference
express, embody, and supersede any previous understandings, agreements, or
promises (whether oral or written) with respect to this finance transaction,
and represent the final expression of the agreement between Lender and
Borrower, the terms and conditions of which cannot hereafter be contradicted
<PAGE> 31
by any oral understanding (if any) not reduced to writing and identified
above.
FINAL AGREEMENT. Borrower understands that the loan documents signed in
connection with this loan are the final expression of the agreement between
Lender and Borrower and may not be contradicted by evidence of any alleged oral
agreement.
Effective as of June 4, 1999.
LENDER:
First Security Bank. NA.
By: /s/ Steven M. Kohler
Authorized Officer
BORROWER:
Utah Medical Products, Inc.
By: /s/ Kevin L. Cornwell
Kevin L. Cornwell, President
AFFIRMATION OF GUARANTORS, GRANTORS, AND SUBORDINATORS
Each of the following Guarantors, Grantors, Subordinators, and other parties to
the Loan Documents hereby acknowledges and consents to the foregoing
Modification Agreement and affirms and restates each of their respective
<PAGE> 32
liabilities, obligations, and agreements set forth in the Loan Documents. In
addition, the following specifically agree to continuing their respective
guaranties and subordinations as to any increase in the principal amount of the
Loan and specifically agree that the Collateral Documents secure any increase in
the principal amount of the Loan. Each of the following also hereby give the
same assurances, representations, waivers, releases, and relinquishments given
by Borrower in paragraph 5 of the Modification Agreement as if it were restated
as part of this affirmation.
GUARANTORS:
Utah Medical Products Ltd.
By: /s/ Kevin L. Cornwell
Kevin L. Cornwell, President
Columbia Medical, Inc.
By: /s/ Kevin L. Cornwell
Kevin L. Cornwell, President
