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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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RECOVERY ENGINEERING, INC.
(Name of Subject Company)
THE PROCTER & GAMBLE COMPANY
TENZING, INC.
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(BIDDERS)
COMMON STOCK, $.01 PAR VALUE
(INCLUDING THE ASSOCIATED RIGHTS)
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(TITLE OF CLASS OF SECURITIES)
756269 10 6
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(CUSIP NUMBER OF COMMON STOCK)
TERRY L. OVERBEY
THE PROCTER & GAMBLE COMPANY
ONE PROCTER & GAMBLE PLAZA
CINCINNATI, OHIO 45202-3315
(513) 983-1100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
WITH A COPY TO:
STEPHEN FRAIDIN (P.C.)
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004-1930
(212) 859-8000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$293,566,195 $58,714
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* For purposes of calculating fee only. This amount is based on a per
share offering price of $35.25, for 8,328,119 shares of common stock.
Pursuant to the Agreement and Plan of Merger, dated as of August 26,
1999 (the "Merger Agreement"), by and among Recovery Engineering, Inc.
(the "Company"), The Procter & Gamble Company and Tenzing, Inc.
(collectively, the "Bidders"), the Company represented to the Bidders
that, as of such date, (i) the Company had 6,044,601 shares of common
stock issued and outstanding, (ii) the Company had 1,279,667 shares of
common stock reserved for issuance upon exercise of outstanding stock
options, (iii) the Company had 80,000 shares of common stock reserved
for issuance upon exercise of outstanding warrants, (iv) based on the
Merger Consideration (as defined in the Merger Agreement), 1,010,101
shares of the Company's common stock were issuable upon exercise of
outstanding convertible notes, and (v) 750 shares of the Company's
common stock were expected to be issued under the Company's 1994 Stock
Purchase Plan between the date of the Merger Agreement and the Closing
Date (as defined in the Merger Agreement). Pursuant to the Merger
Agreement, outstanding options (which are not currently exercisable)
to acquire 87,000 shares of common stock will be cancelled immediately
prior to the Merger (as defined in the Merger Agreement), without
consideration paid therefor. The amount of the filing fee, calculated
in accordance with Rule 0-11 under the Securities Exchange Act of
1934, as amended, equals 1/50 of one percent of the aggregate of the
cash offered by the Bidders.
X Check box 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.
AMOUNT PREVIOUSLY PAID: $42,620
FORM OR REGISTRATION NO.: SCHEDULE 14D-1
FILING PARTY: THE PROCTER & GAMBLE COMPANY
AND TENZING, INC.
DATE FILED: SEPTEMBER 1, 1999
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<PAGE>
This Amendment No. 1 filed on September 24, 1999 to the Schedule 14D-1
filed on September 1, 1999, relates to the tender offer by Tenzing, Inc., a
Minnesota corporation, and a direct wholly owned subsidiary of The Procter
& Gamble Company, an Ohio corporation, to purchase all the outstanding
shares of common stock, par value $0.01 per share, including the associated
stock purchase rights issued pursuant to the Rights Agreement, dated as of
January 30, 1996, as amended, between the Company and Norwest Bank
Minnesota, N.A., as Rights Agent, of Recovery Engineering, Inc., a
Minnesota corporation, at a purchase price of $35.25 per share, net to the
seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated September 1, 1999 and
in the related Letter of Transmittal.
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) is hereby amended to add the following:
On September 13, 1999 the Board of Directors of the Company
executed a written action in which they approved a resolution which
stated:
All outstanding stock options under the Company's
1986 Stock Option Plan and 1994 Stock Option and
Incentive Plan which are not currently vested and
exercisable shall be exercisable in full from and
after the date hereof, except that the "excluded
options" identified in Section 3.1(d) of the
Company Disclosure Letter under the Merger
Agreement shall not be accelerated.
The Company received the written consent of Parent prior to
taking this action.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this amendment is true, complete
and correct.
September 24, 1999
THE PROCTER & GAMBLE COMPANY
By: /s/ Clayton C. Daley, Jr.
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Name: Clayton C. Daley, Jr.
Title: Chief Financial Officer
TENZING, INC.
By: /s/ Clayton C. Daley, Jr.
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Name: Clayton C. Daley, Jr.
Title: Chief Financial Officer
