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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
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EXIDE ELECTRONICS GROUP, INC.
(Name of Subject Company)
BTR ACQUISITION CORPORATION
BTR plc
(Bidders)
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Common Stock, Par Value $.01 Per Share
(Including the Associated Rights)
(Title of Class of Securities)
302052 6 10 5
(CUSIP Number Of Class Of Securities)
Warrants To Purchase Shares Of Common Stock
(Title Of Class Of Securities)
302052 6 11 3
(CUSIP Number Of Class Of Securities)
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David J. Stevens
BTR Acquisition Corporation
c/o BTR plc
BTR House
Carlisle Place
London, SW1P 1BX
Telephone: (0171) 821 3819
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
with a copy to:
W. Leslie Duffy, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005-1702
Telephone: (212) 701-3000
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<PAGE>
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 and the Acquisition of Beneficial Ownership Statement on Schedule
13D, dated October 20, 1997, as amended by Amendment No. 1 thereto dated
November 11, 1997 (as amended, the "Schedule 14D-1"), of BTR Acquisition
Corporation, a Delaware corporation (the "Purchaser"), and an indirect wholly
owned subsidiary of BTR plc, an English public limited company (the "Parent"),
filed in connection with the Purchaser's offer to purchase all outstanding
shares of common stock, par value $.01 per share (the "Common Stock"), and all
outstanding warrants to purchase shares of Common Stock at $13.475 per share of
Common Stock (the "Warrants") of Exide Electronics Group, Inc., a Delaware
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Schedule 14D--1 (the "Offer"). Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to those terms in the
Schedule 14D--1.
ITEM 4. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION.
The information set forth in Item 4 of the Schedule 14D--1 is hereby
amended and supplemented by the following:
"There are no material conditions limiting the ability of BTR
Incorporated or Parent, respectively, to draw down amounts under the bank
lines made available to BTR Incorporated and the multicurrency revolving
credit facility of Parent necessary in order to contribute to Purchaser the
funds necessary to purchase all of the Securities pursuant to the Offer and
to pay the related fees and expenses. Based upon its prior experience
Parent, does not believe that there will be any material restrictions on
BTR Incorporated's ability to refinance the borrowings through the issuance
of commercial paper."
<PAGE>
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 17, 1997
BTR ACQUISITION CORPORATION
By: /s/ David J. Stevens
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Name: David J. Stevens
Title: Director
BTR plc
By: /s/ David J. Stevens
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Name: David J. Stevens
Title: General Counsel
