SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934
(Amendment No. 2)
Utah Medical Products, Inc.
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(Name of Issuer)
Utah Medical Products, Inc. (Issuer)
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(Name of Filing Persons)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
917488108
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(Cusip Number of Class of Securities)
Kevin L. Cornwell
Chairman and CEO
Utah Medical Products, Inc.
7043 South 300 West
Midvale, Utah 84047
(801-566-1200)
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(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$8,200,000 $1,640
* Calculated solely for the purpose of determining the amount of the filing
fee, based on the purchase of 1,000,000 shares of Common Stock, par value
$.01 per share, at the tender offer price of $8.20 per share.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $1,640
Filing Party: Utah Medical Products, Inc.
Form or Registration No.: Amendment No. 1 to Schedule TO
Date Filed: August 18, 2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transaction to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[x] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
<PAGE>
This Amendment No. 2 to the Tender Offer Statement on Schedule TO relates
to the tender offer by Utah Medical Products, Inc., a Utah corporation ("UTMD"
or the "Company"), to purchase 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as are validly tendered and not withdrawn, of its Common Stock, par value $.01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, including the associated common stock purchase rights issued pursuant
to the Rights Agreement, dated as of October 28, 1994, between Utah Medical
Products, Inc. and Registrar and Transfer Company as Rights Agent, at a price of
$8.20 per Share, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated August 17, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal which, as they may be amended from time to time,
together constitute the "Offer," copies of which were previously filed on
Amendment No. 1 to the Schedule TO as Exhibit (a)(1)(A) and (a)(1)(B),
respectively. This Amendment No. 2 to the Schedule TO is intended to satisfy the
reporting requirements of Rule 13e-4(c)(1) of the Securities Exchange Act of
1934, as amended.
The information in the Offer to Purchase and the related Letter of
Transmittal is incorporated in this Amendment No. 2 by reference to all of the
applicable items of in the Schedule TO, except that such information is hereby
amended and supplemented to the extent specifically provided herein.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the
following:
Form of Notice of Offer to Purchase for summary advertisement, a copy of
which is filed as Exhibit (a) (1) (G) to this Amendment No. 2 to the Schedule TO
and is incorporated herein by reference.
Item 12. Exhibits.
(a) (1) (G) Form of Notice of 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 statement is true, complete and correct.
UTAH MEDICAL PRODUCTS, INC.
By: /s/ KEVIN L. CORNWELL
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Name: Kevin L. Cornwell
Title: Chairman and Chief Executive Officer
Dated: August 30, 2000
EXHIBIT INDEX
Exhibit # Description
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(a)(1)(G) Form of Notice of Offer to Purchase for summary
advertisement.
<PAGE>
EXHIBIT (a) (1) (G)
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 August 17, 2000 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 OFFER to PURCHASE for CASH by
UTAH MEDICAL PRODUCTS, INC. (NASDAQ: UTMD)
up to 1,000,000 SHARES of its COMMON STOCK
at a PURCHASE PRICE of $8.20 per SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER
15, 2000, UNLESS THE OFFER IS EXTENDED.
Utah Medical Products, Inc. (UTMD) invites holders of shares of its Common
Stock, par value $0.01 per share, to tender such shares to the Company at a
price of $8.20 per share. The purpose of the Offer is to allow those
stockholders desiring to receive cash for all or a portion of their UTMD 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. UTMD'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 UTMD 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 September 15, 2000, 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
Thursday, October 12, 2000.
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 August 16, 2000 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.
UTMD Logo
Utah Medical Products, Inc.
Midvale, UT 84047
Attn: Paul O. Richins
(801) 566-1200
The Depositary for the Offer is:
Registrar and Transfer Company
Cranford, NJ 07016
Facsimile Transmissions: (908) 497-2311
Banks and Brokers Call: (908) 497-2300
All Other Call Toll-Free (800) 368-5948
