SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT
OF 1934)
(Amendment No. 2)
KINETIC CONCEPTS, INC.
(NAME OF ISSUER)
KINETIC CONCEPTS, INC.
FREMONT PURCHASER II, INC.
RCBA PURCHASER I, L.P.
JAMES R. LEININGER, M.D.
FREMONT INVESTORS, INC.
RICHARD C. BLUM & ASSOCIATES, INC.
RICHARD C. BLUM
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
49460W-01-0
(CUSIP NUMBER OF CLASS OF SECURITIES)
DENNIS E. NOLL
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
KINETIC CONCEPTS, INC.
8023 VANTAGE DRIVE
SAN ANTONIO, TEXAS 78230
TELEPHONE: (210) 524-9000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE
PERSON(S) FILING STATEMENT)
With Copies to:
DAVID W. HELENIAK, ESQ. STEPHEN D. SEIDEL, ESQ.
SHEARMAN & STERLING COX & SMITH INCORPORATED
599 LEXINGTON AVENUE 112 E. PECAN STREET, SUITE 1800
NEW YORK, NEW YORK 10022 SAN ANTONIO, TEXAS 78205
(212) 848-4000 (210) 554-5500
This statement is filed in connection with (check the
appropriate box):
a. [ ] The filing of solicitation materials or an
information statement subject to Regulation 14A,
Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the
Securities Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies: [ ]
CALCULATION OF FILING FEE
______________________________________________________________
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$654,293,626.90 $130,858.73
______________________________________________________________
*For purposes of calculating fee only. This transaction
applies to an aggregate of 35,440,157 shares (sum of (i)
32,633,971 outstanding shares of common stock (not including
186,824 treasury shares or 6,064,155, 100,000 and 3,837,890
shares of common stock held by James R. Leininger, M.D.,
Peter A. Leininger, M.D. and Richard C. Blum & Associates,
L.P., respectively, to remain outstanding after the Offer)
and (ii) 2,806,186 outstanding options to purchase shares of
Common Stock).
Except as otherwise noted, the per unit price or other
underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 is $19.25 per unit. The per unit
price with respect to 723,300 options to purchase shares of
Common Stock is $19.9375 per unit.
The proposed maximum aggregate value of transaction is
$654,293,626.90 (sum of (i) product of 32,633,971 shares of
Common Stock and $19.25, (ii) product of (A) 2,082,886
options to purchase shares of Common Stock and (B) the
difference between $19.25 and the exercise price of such
options and (iii) product of (A) 723,300 options to purchase
shares of Common Stock and (B) the difference between
$19.9375 and the exercise price of such options).
The total fee is $130,858.73 paid by wire transfer on
October 7, 1997 to the designated lockbox depository
maintained by the Commission at Mellon Bank. The amount of
the filing fee, calculated in accordance with Rule 0-11
promulgated under the Securities Exchange Act of 1934, as
amended, equals 1/50 of one percent of the Common Stock to
be acquired.
[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: $130,858.73
Form or Registration No.: SC13E4
Filing Party: Kinetic Concepts, Inc.
Date Filed: October 8, 1997
_______________________________________________________________
INTRODUCTION
This Amendment No. 2 to the Rule 13e-3 Transaction
Statement (the "Statement") on Schedule 13E-3 (the "Schedule
13E-3") is being filed by Kinetic Concepts, Inc., a Texas
corporation (the "Company"), Fremont Purchaser II, Inc. ("F
Purchaser"), RCBA Purchaser I, L.P. ("B Purchaser"), Fremont
Investors, Inc. ("Fremont"), Richard C. Blum & Associates,
Inc. ("RCBA"), Richard C. Blum ("Blum" (and, together with
B Purchaser, F Purchaser, Fremont, and RCBA, "Purchasers"),
and James R. Leininger, M.D. ("Dr. James Leininger"),
pursuant to Section 13(e) of the Securities Exchange Act of
1934, as amended, and Rule 13e-3 thereunder in connection
with the tender offer by the Company for all the issued and
outstanding shares of its common stock, $.001 par value per
share (the "Shares"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated October
8, 1997 (the "Offer to Purchase") and the related Letter of
Transmittal (which together constitute the "Offer"), copies
of which were attached to the Statement as Exhibits (d)(1)
and (d)(2), respectively. The Statement was initially filed
with the Securities and Exchange Commission on October 8,
1997 and Amendment No. 1 to the Statement was filed on
November 3, 1997. This Amendment No. 2 to the Statement is
being filed to reflect the expiration of the Offer.
Capitalized terms used but not defined herein have the
meanings ascribed to such terms in the Offer to Purchase and
the Statement.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 is hereby amended and supplemented as follows:
At 12:00 midnight, New York City time, on Wednesday,
November 5, 1997, the Offer expired. Based on a preliminary
count, approximately 31,006,942 Shares were tendered pursuant
to the Offer and accepted for payment, of which 83,000 Shares
were tendered pursuant to notices of guaranteed delivery.
Immediately prior to the acceptance of the Shares tendered
in the Offer, the Company issued and sold 7,802,180 Shares
in the Stock Purchase. A copy of a press release announcing
the expiration of the Offer and the acceptance for payment of
validly tendered Shares is filed herewith as Exhibit (d)(10).
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended and supplemented by adding
the following Exhibit:
(d)(10) Press Release issued by the Company on November
6, 1997.
After due 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.
November 6, 1997
Kinetic Concepts, Inc.
By: /s/ DENNIS E. NOLL
-------------------
Name: Dennis E. Noll
Title: Senior Vice President
Fremont Purchaser II, Inc.
By: /s/ R.S. KOPF
-------------------
Name: R.S. Kopf
Title: General Counsel and
Secretary
RCBA Purchaser I, L.P.
By Richard C. Blum & Associates, L.P.,
its General Partner
By: /s/ MURRAY A. INDICK
--------------------
Name: Murray A. Indick
Title: Managing Director and
General Counsel
/s/ DENNIS E. NOLL
-------------------------
James R. Leininger, M.D.
By: Dennis E. Noll, Attorney-in-Fact
Fremont Investors, Inc.
By: /s/ R.S. KOPF
----------------------
Name: R.S. Kopf
Title: Managing Principal,
General Counsel and
Secretary
/s/ MURRAY A. INDICK
-------------------------
Richard C. Blum
By: Murray A. Indick,
Attorney-in-Fact
Richard C. Blum & Associates, Inc.
By: /s/ MURRAY A. INDICK
----------------------
Name: Murray A. Indick
Title: Managing Director,
General Counsel
and Secretary
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(d)(10) Press Release issued by the Company on November 6, 1997.
EXHIBIT (d)(10)
Contact: Dennis E. Noll
Senior Vice President, General Counsel and Secretary
Kinetic Concepts, Inc.
(210) 255-6331
(210) 255-6331
KINETIC CONCEPTS COMPLETES TENDER OFFER AND SALE OF SHARES
____________________________________________________________
SAN ANTONIO, Texas, November 6, 1997 - Kinetic Concepts,
Inc. (Nasdaq: KNCI) ("KCI") today announced that it has
successfully completed the previously announced all-cash
tender offer by KCI for all of its outstanding shares of
common stock, at a price of $19.25 per share. The offer
expired at 12:00 midnight (Eastern Standard Time) on
Wednesday, November 5, 1997. Based on a preliminary count,
approximately 31,006,942 shares were tendered and have been
accepted for payment in accordance with the terms of the
offer, of which 83,000 shares were tendered by guaranteed
delivery. Immediately prior to the acceptance of the
tendered shares, KCI also completed the previously announced
sale of an aggregate of 7,802,180 shares to affiliates of
Richard C. Blum & Associates, L.P. and Fremont Partners,
L.P.
Richard C. Blum & Associates, L.P., based in San Francisco,
is a private investment company specializing in strategic
block, relationship-oriented investing with assets of
approximately $1.2 billion under management. Among the
investments in which Richard C. Blum & Associates has played
a significant role are Northwest Airlines (Nasdaq: NWAC),
National Education Corporation and URS Corporation (NYSE:
URS).
Fremont Partners, L.P. is a private equity fund also based
in San Francisco. It is part of The Fremont Group, a
private investment company with more than $7 billion in
assets under management. Among other operating companies
where Fremont has had significant roles are Coldwell Banker,
Crown Pacific (NYSE: CRO), and Kerr (NYSE: KGM). Fremont
also manages publicly traded mutual funds (Fremont Funds)
and real estate, energy, and venture capital assets.
KCI develops and markets innovative therapeutic healing
systems that address skin breakdown, circulatory problems,
and pulmonary complications associated with patient
immobility. The Company's healing systems include specialty
beds, mattress replacement systems, and related devices.
KCI serves hospitals, long-term and home care settings
throughout the United States and in 13 countries.
