UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
RECOVERY ENGINEERING, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
756269106
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(CUSIP Number)
STEPHEN FRAIDIN (P.C.)
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 7, 1999
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13(g), check the following box.
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* This represents the final amendment.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7(b)
for other parties to whom copies are to be sent.
<PAGE>
CUSIP No. 756269106
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE PROCTER & GAMBLE COMPANY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
OHIO
NUMBER OF 7 SOLE VOTING POWER
SHARES (SEE ITEM 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH - 0 -
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH (SEE ITEM 5)
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
This Amendment No. 2 to Schedule 13D (which constitutes the Final
Amendment) amends and supplements the Schedule 13D originally filed on
September 3, 1999, as amended and supplemented by Amendment No. 1 filed on
September 30, 1999 (the "Schedule 13D") by The Procter & Gamble Company, an
Ohio corporation ("Procter & Gamble") and Tenzing, Inc., a Minnesota
corporation and a direct wholly owned subsidiary of Procter & Gamble
("Merger Sub"), relating to the tender offer by Merger Sub to purchase all
of the outstanding shares of common stock, par value $.01 per share
("Issuer Common Stock"; and, together with the associated stock purchase
rights, the "Shares"), of Recovery Engineering, Inc., a Minnesota
corporation (the "Issuer"), at $35.25 per Share in cash without interest,
and the subsequent merger (the "Merger") of Merger Sub with and into Issuer
upon the terms and subject to the conditions set forth in the Agreement and
Plan of Merger, dated as of August 26, 1999, by and among Procter & Gamble,
Issuer and Merger Sub (the "Merger Agreement").
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Item 4 and Items 5(a)-(c) are hereby amended and supplemented by the
addition of the following information:
On October 7, 1999, pursuant to the terms and conditions of the Merger
Agreement, Merger Sub was merged with and into the Issuer such that Issuer
became a wholly owned subsidiary of Procter & Gamble. By virtue of the
Merger, each Share (other than Shares held by Issuer or Procter & Gamble or
any of their respective subsidiaries and other than Shares held by
shareholders, if any, who perfect their appraisal rights under the
Minnesota Business Corporation Act) was converted into the right to receive
$35.25 in cash, without interest thereon. Each share of the common stock,
par value $.01 per share, of Merger Sub was, by virtue of the Merger,
converted into one share of the common stock of the Issuer. As a result of
the Merger, Procter & Gamble now beneficially owns 100% of the outstanding
shares of common stock of Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Press Release issued on October 8, 1999.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
THE PROCTER & GAMBLE COMPANY
By: /s/ Gretchen W. Price
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Name: Gretchen W. Price
Title: Treasurer
Dated: October 12, 1999
EXHIBIT 99.1
[Press Release]
For Immediate Release:
October 8, 1999
THE PROCTER & GAMBLE COMPANY COMPLETES
ACQUISITION OF RECOVERY ENGINEERING, INC.
CINCINNATI, - The Procter & Gamble Company (P&G) announced today that it
has completed the acquisition of Recovery Engineering, Inc. (REI) through a
merger.
REI designs, manufactures and markets drinking water purification systems
under the PuR name.
In late September, P&G completed a tender offer in which it purchased 97.7%
of the outstanding shares of common stock of REI for $35.25 per share in
cash. Each of the remaining publicly held shares has now been converted
into the right to receive $35.25 in cash, without interest.
P&G will manage PuR as part of its Health Care and Corporate New Ventures
global business unit. Mark S. Levy, currently a vice president within that
unit, will lead PuR.
Contact: The Procter & Gamble Company
Don Tassone 513/945-8170
