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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2 to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and Statement on
SCHEDULE 13D (Amendment No. 1)
under the Securities Exchange Act of 1934
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RECOVERY ENGINEERING, INC.
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(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
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
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of bidders)
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<PAGE>
CUSIP No. 756269 10 6
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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 7,930,374
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH - 0 -
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 7,930,374
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,930,374
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
97.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 756269 10 6
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
TENZING, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MINNESOTA
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,930,374
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH - 0 -
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 7,930,374
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,930,374
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
97.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This Amendment No. 2 to the Schedule 14D-1 filed on September 1,
1999, as thereafter amended, and this Amendment No. 1 to the Schedule 13D
filed on September 3, 1999, relate 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 (the "Shares"), 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.
This is the final amendment to the Schedule 14D-1 required by
General Instruction D to such Schedule. The tender offer terminated at
12:00 midnight, New York City time, on Wednesday, September 29, 1999. A
total of approximately 7,930,374 Shares were properly tendered and not
withdrawn as of the termination of the tender offer (including 151,087
Shares tendered by notice of guaranteed delivery). This represented
approximately 97.7% of the issued and outstanding Shares of the Company.
Item 11. Material to be filed as Exhibits
Item 11 is hereby amended to add the following exhibit:
(a)(11) Press Release, as issued by Parent on September 30,
1999.
<PAGE>
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 30, 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
EXHIBIT 99.(a)(11)
[Press Release]
For Immediate Release:
September 30, 1999
THE PROCTER & GAMBLE COMPANY SUCCESSFULLY COMPLETES
TENDER OFFER FOR RECOVERY ENGINEERING, INC.
The Procter & Gamble Company ("Procter & Gamble") announced today
the successful completion of its tender offer for all the outstanding
shares of common stock, and associated stock purchase rights (collectively,
the "Shares"), of Recovery Engineering, Inc. ("Recovery Engineering")
(NASDAQ:REIN). The Offer had expired at 12:00 midnight, New York City time,
on Wednesday, September 29, 1999, by which time approximately 7,930,374
Shares had been tendered (including 151,087 Shares tendered by notice of
guaranteed delivery). This represented more than 97.7 percent of the
outstanding Shares of Recovery Engineering. Procter & Gamble will accept
for payment all the Shares tendered at the tender offer price of $35.25 per
share.
Procter & Gamble markets more than 300 brands to nearly five
billion people in more than 140 countries. These brands include Tide,
Crest, Pantene Pro-V, Pampers, Pepto-Bismol and Safeguard. P&G has
on-the-ground operations in 70 countries and employs more than 110,000
people. For fiscal 1998-99, P&G's sales were $38 billion.
Recovery Engineering, Inc. is a Minnesota corporation that
designs, manufactures and markets proprietary small-scale drinking water
systems under the PUR(R) brand name for the household, recreational and
military markets. These products include a line of self-monitoring water
filters for household use, a rugged line of portable drinking water systems
for outdoor enthusiasts and international travelers and a line of
low-energy, reverse osmosis desalinators for offshore marine, commercial
life raft and military use.
Contact: The Procter & Gamble Company
Don Tassone 513/945-8170
Recovery Engineering, Inc.
Brian Sullivan, Chairman and CEO
Charles F. Karpinske, Chief Financial Officer
612/315-5548
