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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. 3)
(FINAL AMENDMENT)
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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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1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
BTR plc I.R.S. No. (Not Applicable)
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2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) / /
(b) /X/
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f) / /
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6. Citizenship or Place of Organization
United Kingdom
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7. Aggregate Amount Beneficially Owned by Each
Reporting Person
11,540,186*
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8. Check if the Aggregate Amount in Row (7)
Excludes Certain Shares (See Instructions) / /
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9. Percent of Class Represented by Amount in Row (7) / /
98.0%
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10. Type of Reporting Person (See Instructions)
HC and CO
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* Includes Warrants to acquire 278,743 shares of Common Stock.
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1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
BTR Acquisition Corporation I.R.S. No. (Pending)
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2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) / /
(b) /X/
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
AF
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5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f) / /
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each
Reporting Person
11,540,186*
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8. Check if the Aggregate Amount in Row (7)
Excludes Certain Shares (See Instructions) / /
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9. Percent of Class Represented by Amount in Row (7)
98.0%
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10. Type of Reporting Person (See Instructions)
CO
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* Includes Warrants to acquire 278,743 shares of Common Stock.
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This Amendment No. 3, the final amendment, 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 and Amendment No. 2 thereto
dated November 17, 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Item 6 of the Schedule 14D-1, and the Offer to
Purchase dated October 20, 1997, is hereby amended and supplemented by the
following:
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"At 12:00 p.m., New York City Time, on November 17, 1997, the Offer
expired. On November 18, 1997, Purchaser accepted for payment a total of
11,261,443 Shares (including 214,767 Shares tendered by guaranteed
delivery) and Warrants to purchase an additional 278,743 Shares validly
tendered pursuant to the Offer and not withdrawn prior to expiration of the
Offer. The 11,261,443 Shares and 278,743 Warrants to purchase Shares
accepted for payment by Purchaser represent approximately 90% of the Shares
outstanding on a fully diluted basis on November 18, 1997. The press
release issued by Parent on November 18, 1997 is attached hereto as Exhibit
(a)(9) and is incorporated herein by reference."
ITEM 10. MATERIAL TO BE FILED AS EXHIBITS.
The information set forth in Item 10(f) of the Schedule 14D-1 is hereby
amended and supplemented by the following:
"On November 19, 1997, pursuant to the short-form merger provisions of the
General Corporation Law of the State of Delaware (the "DGCL"), Purchaser was
merged with and into the Company and the Company thereby became an indirect
wholly-owned subsidiary of Parent.
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Pursuant to the terms of the Merger Agreement and the applicable provisions
of the DGCL, at the Effective Time (a) the Common Stock ceased to be
outstanding, and each such Share issued and outstanding prior to the Effective
Time (other than Shares held by the Parent, the Purchaser, any wholly-owned
subsidiary of the Parent or the Purchaser, in the treasury of the Company or by
any wholly-owned subsidiary of the Company, which shares by virtue of the Merger
and without any action on the part of the holder thereof, were canceled and
retired and ceased to exist with no payment being made with respect thereto, and
other than Shares held by Shareholders seeking appraisal pursuant to Section 262
of the DGCL) were converted into the right to receive $29.00 per share in cash
and (b) each outstanding Warrant, if any, was terminated and each holder of a
Warrant, if any, without having to take any other action than the surrendering
of such Warrant to the Surviving Corporation, received $15.575 per Warrant to
purchase one share of Common Stock in cash without interest thereon and less any
required withholding taxes. At the Effective Time, each share of common stock of
Purchaser issued and outstanding immediately prior to the Effective Time was by
virtue of the Merger, and without any action on the part of the holder thereof,
converted into and became the number of validly issued and non-assessable shares
of common stock of the Surviving Corporation equal to the num-
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ber of shares of Common Stock outstanding on a fully diluted basis immediately
prior to the Effective Time."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) - Text of Press Release issued by Parent on November 18, 1997.
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 19, 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
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-8-
Exhibit Sequential
No. Description Page Number
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(a)(9) - Text of Press Release issued by Parent on
November 18, 1997.
BTR ANNOUNCES COMPLETION OF EXIDE TENDER OFFER
LONDON, ENGLAND, November 18, 1997 -- BTR plc (LSE:BTR), a global
engineering company today announced that its indirect wholly owned subsidiary,
BTR Acquisition Corporation, has accepted for payment and will purchase, as soon
as practicable, all shares of Common Stock and all warrants to purchase shares
of Common Stock of Exide Electronics Group, Inc. tendered pursuant to BTR
Acquisition Corporation's previously announced tender offer. Exide Electronics
Group (NASDAQ:XUPS) is a leading supplier of uninterruptible power systems. The
tender offer expired as scheduled at midnight, New York City time, on November
17, 1997.
According to ChaseMellon Shareholder Services, L.L.C., the depository for
the tender offer, at the expiration of the tender offer, a preliminary count
indicated that 11,261,156 shares of Common Stock (including 214,767 shares
tendered by guaranteed delivery) and warrants exercisable for an additional
278,743 shares of Common Stock of Exide had been validly tendered and not
withdrawn pursuant to the tender offer. The tendered shares and warrants
represent approximately 90% if the shares of Common Stock of Exide on a fully
diluted basis. In accordance with the terms of a merger agreement with Exide,
BTR will acquire the remaining outstanding shares of Common Stock by merging BTR
Acquisition Corporation into Exide without a meeting or vote of the Exide
shareholders pursuant to the "short-form" merger provisions under Delaware law.
It is anticipated that this merger will occur tomorrow, Wednesday, November 19,
1997.
