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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. 1)
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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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This Amendment No. 1 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 (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 informaton set forth in Item 4 of the Schedule 14D--1 is hereby
amended and supplemented by the following:
"The total amount of funds required by the Purchaser to purchase
all of the Securities pursuant to the Offer and to pay fees and
<PAGE>
expenses related to the Offer and the Merger is estimated to be
approximately $362 million. The Purchaser plans to obtain all funds
needed for the Offer and the Merger through a capital contribution
from the Parent.
The Parent currently intends to obtain funds for its capital
contribution from borrowings under existing undrawn bank lines made
available to BTR Incorporated, the parent of BTR Acquisition
Corporation. These lines, provided by various banks, have aggregate
availability in excess of $500 million. Alternatively, the Parent has
available in excess of (pound) 350 million (approximately $595
million) under a multicurrency revolving credit facility arranged and
underwritten by The Chase Manhattan Bank and Lloyds Bank Capital
Markets Group. In any case, the Parent currently intends to refinance
any necessary borrowings as quickly as practicable through the
issuance of commercial paper. The Parent currently has over $550
million of availability through issuance of commercial paper. The
Offer is not conditioned on obtaining financing."
ITEM 11. ADDITIONAL INFORMATION.
The information set forth in Item 10(a) of the Schedule 14D-1, and the
Offer to Purchase dated October 20, 1997, is amended by revising the fourth
sentence of the second paragraph under the caption "Projected Financial
<PAGE>
Information" in Section 7 "Certain Information Concerning the Company" to read
as follows:
"Accordingly, the inclusion of the projections in this Offer should
not be regarded as an indication that Parent or Purchaser or the Company or
their respective financial advisors or their respective officers and directors
consider such information to be accurate and reliable, and none of Parent,
Purchaser and the financial advisors, officers and directors of the Company,
Parent and Purchaser assumes any responsibility for the accuracy thereof."
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 11, 1997
BTR ACQUISITION CORPORATION
By: /s/ David J. Stevens
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Name: David J. Stevens
Title: Director
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BTR plc
By: /s/ David J. Stevens
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Name: David J. Stevens
Title: General Counsel
