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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
(FINAL AMENDMENT)
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
INTELLIGENT CONTROLS, INC.
(Name of Issuer)
INTELLIGENT CONTROLS, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK
(Title of Class of Securities)
45815R 10 0
(CUSIP Number of Class of Securities)
Sharon L. Binette
Director of Shareholder Relations
Intelligent Controls, Inc.
74 Industrial Park Road
Saco, Maine 04072
(207) 283-0156
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Gregory S. Fryer, Esq.
Verrill & Dana LLP
One Portland Square, P.O. Box 586
Portland, ME 04112
(207) 774-4000
MARCH 30, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$1,543,750 $308.75
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* Based upon $3.25 cash per share for 475,000 shares.
[x] Check here 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.
<TABLE>
<S> <C>
Amount Previously Paid: 308.75
Filing Party: Intelligent Controls, Inc.
Form or Registration No.: 13E-4
Date Filed: March 30, 1998
</TABLE>
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This Amendment No. 1 relates to the Schedule 13E-4 filed by Intelligent
Controls, Inc., a Maine corporation (the "Company"), on March 30, 1998 (the
"Schedule 13E-4"). All terms used herein unless otherwise defined shall have
the meaning given to them in the Schedule 13E-4. The Schedule 13E-4 is amended
as follows:
ITEMS 1 THROUGH 8.
To the extent any information previously incorporated by reference into
Items 1 through 8 of the Schedule 13E-4 is inconsistent with the information
added by this Amendment of the Schedule 13E-4, Items 1 through 8 are amended
hereby as necessary to reflect the information set forth in this Amendment and
in Exhibit 99.(a)(8) hereto.
ITEM 8. ADDITIONAL INFORMATION.
Paragraph (e) of Item 8 of the Schedule 13E-4 is amended to add the
following:
On May 11, 1998, the Company issued a press release announcing the
final results of the Offer, which expired at 5:00 P.M., New York City
time, on Friday, May 1, 1998. Pursuant to the Offer, the Company
accepted for payment 475,000 Shares at a price of $3.25 per Share,
which is the Purchase Price for the Offer. The Offer was oversubscribed,
with approximately 967,028 Shares properly tendered and not withdrawn.
The final proration factor for the Offer is 49.11984 percent and applies
to all Shares tendered.
The Company has been informed that the depositary for the Offer,
American Stock Transfer & Trust Company of New York, began issuing
payment on May 11, 1998, for the Shares accepted under the Offer and
will return unpurchased Shares promptly.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 13E-4 is amended to add the following exhibit:
99.(a)(8) Form of press release, dated May 11, 1998.
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.
INTELLIGENT CONTROLS, INC.
By: /s/ ROGER E. BROOKS
--------------------------------
Roger E. Brooks, President and
Chief Executive Officer
Dated: May 13, 1998
EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
*99.a(1) Form of Offer to Purchase, dated March 30, 1998.
*99.a(2) Form of Letter of Transmittal (including Guidelines for Certification
of Taxpayer Identification Number of Substitute Form W-9).
*99.a(3) Form of Notice of Guaranteed Delivery.
*99.a(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees.
*99.a(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
*99.a(6) Press release issued by the Company on March 30, 1998.
*99.a(7) Form of Letter to the Company's shareholders from the President of the
Company, dated March 30, 1998.
99.a(8) Form of press release issued by the Company on May 11, 1998.
*99.c(1) Investment Agreement, dated March 26, 1998 among the Company, Ampersand
Specialty Materials and Chemicals III Limited Partnership, Ampersand
Specialty Materials and Chemicals III Companion Fund Limited Partnership
and Roger E. Brooks.
*99.c(2) Form of Stockholders Agreement among the Company, Ampersand Specialty
Materials and Chemicals III Limited Partnership, Ampersand Specialty
Materials and Chemicals III Companion Fund Limited Partnership, Roger
E. Brooks Alan Lukas, Paul E. Lukas, and certain related parties.
*99.c(3) Form of Employment Agreement between the Company and Roger E. Brooks.
*99.c(4) Form of Employment Agreement between the Company and Alan Lukas.
*99.c(5) Form of Employee Stock Restriction Agreement between the Company and
Roger E. Brooks and related promissory note.
<FN>
<F*> Previously filed.
</FN>
</TABLE>
EXHIBIT 99(a)(8)
News Release
May 11, 1998
Contact: Sharon Binette
(207) 283-0156, ext 155
INTELLIGENT CONTROLS (INCON) ACCEPTS 475,000 SHARES IN TENDER OFFER
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SACO, Maine, May 11, 1998 - Roger E. Brooks, President & CEO of Intelligent
Controls, Inc. (INCON, Amex symbol ITC) announced today, the final details
of its Tender Offer to buy back the Company's common shares. The public
tender offer, which expired on May 1, 1998, at 5 p.m. Eastern standard time,
was initiated by the company to purchase 475,000 shares of its outstanding
common stock at $3.25 per share, or a total of $1,543,750.
The offer was over-subscribed by 492,028 shares. Per the original Tender
Offer conditions dated March 30, 1998, the company is accepting 475,000 of
the 967,028 shares of its common stock tendered. The prorate is final at
49.11984 percent. The American Stock Transfer & Trust Company is
authorized to begin issuing payments on Monday, May 11, 1998 to
shareholders who tendered and to also issue new stock certificates for the
balance of shares not accepted in the tender offer.
Additional information about Intelligent Controls, Inc. (INCON) can be found
on the Internet at www.intelcon.com.
