SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT
OF 1934)
(Amendment No. 1)
KINETIC CONCEPTS, INC.
(NAME OF ISSUER)
KINETIC CONCEPTS, INC.
(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)
Copy 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
OCTOBER 8, 1997
(Date Tender Offer First Published, Sent or Given to
Security Holders)
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
- ------------------------------------------------------------
SCHEDULE 13E-4
INTRODUCTION
This Amendment No. 1 to the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") relates to the
offer by Kinetic Concepts, Inc., a Texas corporation (the
"Company"), to purchase all of its issued and outstanding
shares of common stock, $.001 par value per share
("Shares"), for $19.25 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in
the Offer to Purchase dated October 8, 1997 (the "Offer to
Purchase"), and in the related Letter of Transmittal dated
October 8, 1997 (which together constitute the "Offer"),
copies of which were attached to the Statement as Exhibits
(a)(1) and (a)(2), respectively. The Statement was
initially filed with the Securities and Exchange Commission
on October 8, 1997.
Capitalized terms used but not defined herein have the
meanings ascribed to such terms in the Offer to Purchase and
the Statement.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(b) is hereby amended and supplemented as
follows:
The Company has been informed by the FTC that early
termination of the waiting period under the HSR Act
applicable to the Stock Purchase was granted on October 15,
1997. Accordingly, the condition to the Offer requiring
the expiration or termination of such waiting period has
been satisfied. A press release relating to the foregoing
is filed as Exhibit (a)(10).
Item 8(e) is hereby amended and supplemented as
follows:
Certain projections set forth in "SPECIAL FACTORS -
Company Financial Projections" of the Offer to Purchase have
been revised. Specifically, the Company's management has
revised projections of the Company's anticipated future
operating performance for the five calendar years ending
December 31, 2001, for use in connection with the Debt
Financing. The 1997 base year used in such projections was
established using management's updated forecast of operating
results for the fiscal year ending December 31, 1997, as
adjusted to give effect to the Company's recent acquisition
of RIK Medical, L.L.C. In addition, the data reflect the
effects of revised forecasts for new product introductions
based on management's most recent design and manufacturing
estimates. The revised October projections are summarized
below:
Projected Income Statements
(in thousands, except per share data)
Fiscal Year Ending December 31,
------------------------------------------------
1997E 1998E 1999E 2000E 2001E
-------- -------- -------- -------- --------
Total Revenue $318,768 $355,842 $405,055 $459,324 $508,554
Gross Profit 131,797 149,896 172,799 200,014 222,721
Earnings Before
Interest and
Taxes 67,998 78,461 92,788 115,238 132,215
Pre-Tax Income 70,431 81,918 98,937 124,202 142,845
------- ------- ------- ------- -------
Net Income $ 42,053 $ 48,793 $ 59,005 $ 74,164 $ 85,349
======= ======= ======= ======= =======
Fully Diluted
EPS $0.96 $1.11 $1.34 $1.69 $1.94
======= ======= ======= ======= =======
Average Shares
Outstanding 44,000 44,000 44,000 44,000 44,000
======= ======= ======= ======= =======
In addition, the line items entitled "Earnings Before
Income Taxes" in the June Projections and the October
Projections set forth in "SPECIAL FACTORS - Company
Financial Projections" of the Offer to Purchase have been
revised to read "Earnings Before Interest and Taxes".
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding the
following Exhibit:
(a)(10) Press Release issued by the Company on October
16, 1997.
SIGNATURE
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.
Date: October 16, 1997
KINETIC CONCEPTS, INC.
By: /s/ DENNIS E. NOLL
--------------------
Name: Dennis E. Noll
Title: Senior Vice President
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(10) Press Release issued by the Company on
October 16, 1997.
EXHIBIT (a)(10)
Contact: Dennis E. Noll
Senior Vice President, General Counsel and Secretary
Kinetic Concepts, Inc.
(210) 255-6331
KINETIC CONCEPTS RECEIVES EARLY TERMINATION OF
HART-SCOTT-RODINO WAITING PERIOD
SAN ANTONIO, Texas, October 16, 1997 - Kinetic
Concepts, Inc. (Nasdaq:KNCI) ("KCI") today announced that it
has been informed by the United States Federal Trade
Commission that early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 applicable to its previously announced offer to
purchase all of its outstanding shares was granted on
October 15, 1997. Accordingly, the condition to KCI's offer
for its shares requiring the expiration or termination of
such waiting period has been satisfied. The offer is
scheduled to expire at 12:00 midnight (EST), on November 5,
1997, unless the offer is extended.
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 30 countries.
