UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Exide Electronics Group, Inc.
(Name of Issuer)
Common Stock, $0.01 par value (including the associated rights)
(Title of Class of Securities)
302052 6 10 5
(CUSIP Number)
Stig Stendahl, President and Chief Executive Officer, Fiskars OY AB,
Mannerheimintie 14A, 00101 Helsinki 10, Finland; 011-358-0-618-861
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
with a copy to:
Ralf Boer, Foley & Lardner, 777 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202; (414) 271-2400
October 16, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that Section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
CUSIP No. 302052 6 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fiskars OY AB
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Finland
7 SOLE VOTING POWER
NUMBER OF
211,053
SHARES
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
1,680,614
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
211,053
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,680,614
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,891,667
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
Common Stock, $0.01 par value
Exide Electronics Group, Inc.
8521 Six Forks Road
Raleigh, NC 27615
Item 2. Identity and Background.
Name of Reporting Person:
Fiskars OY AB
State or Other Place of Organization:
Finland
Principal Business:
Fiskars is a Finnish corporation with headquarters in Helsinki,
Finland and business operations around the world. Fiskars' Consumer
Products Group is the largest of its operations and includes the
manufacture and sale of scissors and other houseware products, knives, and
lawn and garden tools marketed principally in the United States and
Europe. Fiskars' INHA works produces aluminum boats, hinges for the door
and window industry, rail fittings and special purpose radiators for sale
principally in Finland and other Nordic countries. Fiskars' real estate
operations include substantial holdings of real estate properties and
related services in Finland. Finally, Fiskars is the largest shareholder
of the Metra Group, a financial corporation whose stock is traded on the
Helsinki Stock Exchange.
Address of Principal Business:
Fiskars OY AB
Mannerheimintie 14A
00101 Helsinki 10, Finland
Address of Principal Office:
Fiskars OY AB
Mannerheimintie 14A
00101 Helsinki 10, Finland
During the last five years, Fiskars has not been convicted in a
criminal proceeding or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to
federal or state securities laws or finding any violation with respect to
such laws.
A list of the executive officers, directors and controlling
shareholders, including their addresses and principal occupations, is set
forth in Exhibit 1 and incorporated herein by reference. To the best
knowledge of Fiskars, none of those individuals during the five years
prior to the date hereof (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) was a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable
Item 4. Purpose of Transaction.
On October 16, 1997, Fiskars entered into a Stockholder
Agreement (the "1997 Stockholder Agreement") with BTR Acquisition
Corporation (the "Purchaser"), BTR plc ("Parent") and certain shareholders
of Exide Electronics Group, Inc. ("Exide"), pursuant to which, upon the
terms set forth therein, Fiskars has agreed to tender, in accordance with
the terms of Purchaser's offer to purchase all outstanding shares of
common stock, par value $.01 per share of Exide (the "Common Stock"), and
warrants to purchase Common Stock, dated October 20, 1997 (the "Offer to
Purchase"), 1,680,614 shares of Common Stock, including shares of Common
Stock issuable upon conversion of the Series G Convertible Preferred
Stock, par value $.01 per share, of Exide (the "Preferred Stock"),
beneficially owned by Fiskars. In addition, Fiskars has granted an option
to purchase and an irrevocable proxy with respect to such shares to Parent
and the Purchaser. Fiskar has agreed to tender its shares of Exide to
Purchaser in furtherance of the proposed merger of Purchaser with and into
Exide. The information set forth in the "Introduction" and Sections 9
("Background of the Offer") and 10 ("The Merger Agreement; The Stockholder
Agreement") of the Offer to Purchase, and the 1997 Stockholder Agreement,
copies of which are filed herewith as Exhibits 2 and 3, respectfully, are
incorporated herein by reference.
Other than as indicated in this Schedule 13D, neither Fiskars
nor any of its executive officers, directors or controlling shareholders,
has any present plans or proposals which relate to or would result in any
of the following (although Fiskars reserves the right to develop such
plans or proposals): (i) the acquisition of additional securities of
Exide, or the disposition of securities of Exide; (ii) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving Exide or any of its subsidiaries; (iii) a sale or transfer of a
material amount of assets of Exide or any of its subsidiaries; (iv) any
change in the present Board of Directors or management of Exide, including
any plans or proposals to change the number or term of directors or to
fill any existing vacancies on Exide's Board of Directors; (v) any
material change in the present capitalization or dividend policy of Exide;
(vi) any other material change in Exide's charter or by-laws or other
actions which may impede the acquisition of control of Exide by any
person; (vii) causing a class of securities of Exide to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; (viii) a class of equity securities of Exide becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or (ix) any action similar to any of
those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)-(b) Information concerning the amount and percent of
shares of Exide Common Stock beneficially owned by Fiskars OY AB is set
forth below.
Sole Voting and Aggregate Percentage of
Dispositive Shared Voting and Beneficial Outstanding
Power Dispositive Power Ownership Shares
211,053 1,680,614(1)(2) 1,891,667(1)(2) 16.6
_______________
(1) Includes (i) 1,000,000 shares of Series G Preferred Stock which are
convertible at any time after March 13, 1996 on a share-for-share
basis into 1,000,000 shares of Common Stock and (ii) 66,667 shares of
Common Stock issuable upon conversion of unpaid dividends as of
October 16, 1997.
(2) See Item 4. The information set forth in the "Introduction",
Sections 8 ("Certain Information Concerning Parent and The
Purchaser") and 9 ("Background of the Offer") of the Offer to
Purchase, and the 1997 Stockholder Agreement is incorporated herein
by reference.
To the knowledge of Fiskars, no shares of Exide Common Stock or other
Exide securities are beneficially owned by any of its executive officers,
directors or controlling shareholders, except for an option to purchase
6,000 shares of Exide Common Stock held by Stig Stendahl, President and
Chief Executive Officer of Fiskars, who is a director of Exide.
(c) See Item 4 and information in the 1997 Stockholder
Agreement, which is incorporated herein by reference. To the best
knowledge of Fiskars, none of its executive officers, directors or
controlling shareholders has effected any transactions in the Common Stock
during the past 60 days.
(d) See Item 4 and information in the 1997 Stockholder
Agreement, which is incorporated herein by reference.
(e) If the tender offer by Purchaser is consummated, Fiskars
will cease to be the beneficial owner of more than 5% of Exide's Common
Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See Item 4. In addition, the information set forth in the
"Introduction" and Sections 9 ("Background of the Offer") and 10 ("The
Merger Agreement; The Stockholder Agreement") of the Offer to Purchase,
and the Stockholder Agreement is incorporated herein by reference.
On March 13, 1996, Exide and Fiskars entered into a Stockholder
Agreement (the "1996 Stockholder Agreement") providing that Fiskars will
designate two persons to be elected to the board of directors of Exide
(the "Exide Board") and that Exide will nominate and use its best efforts
to cause such persons to be elected as directors of Exide (the
"Stockholder Representatives"). In the event that Fiskars' beneficial
ownership of Exide Stock becomes less than ten percent (10%) or five
percent (5%) (after consideration of the Exide Common Stock into which the
Series G Preferred Stock may be converted), Fiskars will designate one
Stockholder Representative or no Stockholder Representatives,
respectively.
The 1996 Stockholder Agreement also provides that Fiskars will
vote all Exide securities owned or controlled by Fiskars in favor of the
election of directors nominated by the Exide Board and, on all other
matters submitted to a shareholder vote, in accordance with the
recommendations of the Exide Board. Fiskars also agreed to cause all
Exide securities owned or controlled by Fiskars to be present, in person
or by proxy, and represented at all meetings of Exide stockholders.
The 1996 Stockholder Agreement further provides that Fiskars
will not exercise control or otherwise influence the policies and
management of Exide, except through the Stockholder Representatives or as
provided in the 1996 Stockholder Agreement. The 1996 Stockholder
Agreement also restricts further acquisitions or dispositions by Fiskars
of Exide securities and gives Fiskars certain registration rights with
respect to the Exide Stock.
Pursuant to the 1997 Stockholder Agreement, Exide exempted the
1997 Stockholder Agreement and Fiskars from the terms of the 1996
Stockholder Agreement including, without limitation, Sections 1.2, 1.3,
3.2, 3.3, 3.4, to the extent necessary so that Fiskars can fully perform
its obligations to Parent and the Purchaser under the 1997 Stockholder
Agreement.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1: Certain information about executive officers,
directors and controlling shareholders of
Fiskars.
Exhibit 2: Offer to Purchase dated October 20, 1997;
incorporated by reference to Exhibit (a)(1) to
Schedule 14D-1 and Schedule 13D filed by BTR
Acquisition Corporation and BTR Plc with respect
to Exide, dated October 20, 1997 (the
"Schedule 14D-1/13D").
Exhibit 3: Stockholder Agreement between Fiskars, BTR plc,
BTR Acquisition Corporation, James A. Risher,
Conrad A. Plimpton Trust and Lance L. Knox 1990
Trust dated October 16, 1997; incorporated by
reference to Exhibit (c)(1) to
Schedule 14D-1/13D.
Exhibit 4: Stock Purchase Agreement made as of November 16,
1995, by and among Exide Electronics Group, Inc.,
Deltec Power Systems, Inc., Fiskars OY AB and
Fiskars Holdings, Inc.; incorporated by reference
to Exhibit A to Schedule 13D filed by Fiskars
with respect to Exide, dated March 22, 1996.
Exhibit 5: Amendment Agreement made as of February 9, 1996,
by and among Exide Electronics Group, Inc.,
Deltec Power Systems, Inc., Fiskars OY AB and
Fiskars Holdings, Inc.; incorporated by reference
to Exhibit B to Schedule 13D filed by Fiskars
with respect to Exide, dated March 22, 1996.
Exhibit 6: Stockholder Agreement made as of March 13, 1996,
by and between Exide Electronics Group, Inc. and
Fiskars OY AB; incorporated by reference to
Exhibit C to Schedule 13D filed by Fiskars with
respect to Exide, dated March 22, 1996.
SIGNATURE
After reasonable 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.
Dated: November 11, 1997.
/s/ Stig Stendahl
Stig Stendahl
President and Chief Executive Officer
Fiskars OY AB
EXHIBIT 1
I. Directors and Executive Officers:
Name, Address and Principal
Position with Fiskars Occupation Citizenship
Goran J. Ehrnrooth Chairman, Fiskars Finnish
Fiskars Oy Ab
Mannerheimintie 14A
P.O. Box 235
FIN-00101 Helsinki
Finland
Director
Erik Stadigh Vice Chairman, Fiskars Finnish
Strandstigen 2 A 3
FIN-00330 Helsinki
Finland
Director
Robert G. Ehrnrooth Chairman of the Board of Finnish
Metra Oy Ab Directors, Metra Oy Ab
John Stenbergin ranta 2
P.O. Box 230
FIN-00101 Helsinki
Finland
Director
Thomas Tallberg M.D. - Helsinki University Finnish
Enasvagen 16 A 2 Central Hospital; Chairman
FIN-00200 Helsinki of the Board of Directors,
Finland Tallberg Group
Director
Jarl Engberg Attorney-at-Law, Hannes Finnish
Hannes Snellman Shellman, Attorneys-at-Law
Attorneys-at-Law Ltd.
Etela ranta 8
P.O. Box 333
FIN-00130 Helsinki
Finland
Director
Gustaf Gripenberg Professor of Engineering, Finnish
Nashojdsgranden 2 A 6 Helsinki University
FIN-00350 Helsinki
Finland
Director
Stig Stendahl President and Chief Finnish
Fiskars Oy Ab Executive Officer, Fiskars
Mannerheimintie 14A
P.O. Box 235
Fin-00101 Helsinki
Finland
Chief Executive Officer
II. Controlling Shareholders:
Virala Oy
c/o Agrofin Oy Ab
Unionsgatan 7
FIN-00130 Helsinki
Finland
Holdix Oy Ab
Unionsgatan 7
FIN-00130 Helsinki
Finland
Investors Trading Aktiebolag
Arsenalsgatan 8C
S-103 24 Stockholm
Sweden
Elake-Varma Mutual Insurance Company
00044-ELAKE-VARMA
Finland
