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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-1
(Amendment No. 2)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NEW IMAGE INDUSTRIES, INC.
(Name of subject company)
DENTSPLY INTERNATIONAL INC.
IMAGE ACQUISITION CORP.
(Bidder)
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COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of class of securities)
645639 10 5
(CUSIP number of class of securities)
John C. Miles II
Vice Chairman of the Board and Chief Executive Officer
DENTSPLY International Inc.
570 West College Avenue
P.O. Box 872
York, Pennsylvania 17405-0872
(717) 846-0256
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(Name, address and telephone number of person authorized
to receive notices and communications on behalf of bidders)
Copy to:
Marlee S. Myers, Esq.
Morgan, Lewis & Bockius LLP
One Oxford Centre, 32nd Floor
Pittsburgh, Pennsylvania 15219-1417
(412) 560-3300
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This Amendment No. 2 amends the Tender Offer Statement on Schedule
14D-1 originally filed on January 31, 1997, and as amended on February 26, 1997,
(the "Schedule 14D-1") by DENTSPLY International Inc., a Delaware corporation
("Parent") and its wholly-owned subsidiary, Image Acquisition Corp., a Delaware
corporation ("Purchaser"), relating to the Purchaser's tender offer for all of
the outstanding shares of common stock, par value $0.001, of New Image
Industries, Inc., a Delaware corporation. Unless otherwise defined herein, all
capitalized terms used herein shall have the respective meanings given such
terms in the Schedule 14D-1.
Item 10. Additional Information.
The first paragraph of Section 1 of the Offer to Purchase is hereby
deleted in its entirety and the following paragraph is inserted in lieu thereof:
Upon the terms and subject to the conditions of the Offer, the
Purchaser will accept for payment and pay for all Shares validly tendered prior
to the Expiration Date and not theretofore withdrawn. The term "Expiration Date"
means Midnight, Eastern Standard time on March 7, 1997, unless the Purchaser
shall have further extended the period of time during which the Offer is open,
in which event the term "Expiration Date" shall mean the latest time and date at
which the Offer, as so further extended by the Purchaser, shall expire.
Item 11. Material to be Filed as Exhibits.
(a)(8) Press Release issued by DENTSPLY International Inc. on March 4,
1997.
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SIGNATURES
After reasonable 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.
Dated: March 5, 1997
DENTSPLY International Inc.
/s/ Edward D. Yates
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Name: Edward D. Yates
Title: Senior Vice President and
Chief Financial Officer
Image Acquisition Corp.
/s/ Edward D. Yates
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Name: Edward D. Yates
Title: Senior Vice President
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Exhibit (a) (8)
DENTSPLY DENTSPLY International
570 West College Avenue
P.O. Box 872
York, PA 17405-0872
(717) 845-7511
Fax (717) 848-3739
FOR IMMEDIATE RELEASE
News
For further
information
contact
Edward D. Yates
Senior Vice President and
Chief Financial Officer
(717) 849-4243
DENTSPLY INTERNATIONAL INC. EXTENDS TENDER OFFER DEADLINE
FOR NEW IMAGE INDUSTRIES, INC. COMMON STOCK
York, PA -- March 4, 1997 -- DENTSPLY International Inc. (Nasdaq-XRAY) today
announced that it is extending to 12:00 Midnight, Eastern Standard time, on
Friday, March 7, 1997 its previously announced $2.00 per share cash tender offer
for all shares of New Image Industries, Inc. According to the depository for the
tender offer, 4,783,079 New Image shares, representing approximately 87% of the
shares outstanding, had been tendered and not withdrawn pursuant to the tender
offer as of Midnight on March 3, 1997. The purpose of the extension is to
provide additional time for New Image stockholders to tender a sufficient number
of shares so that DENTSPLY, following the expiration of the tender offer, may
acquire all remaining New Image shares by means of a "short form" merger under
Delaware law. If 90% or more of the outstanding New Image shares are tendered by
Midnight, Eastern Standard time on March 7, 1997, DENTSPLY intends to effect
such a "short form" merger for $2.00 per share in cash, without prior notice to,
or any action by, any remaining New Image stockholders.
DENTSPLY designs, develops, manufactures and markets a broad range of products
for the dental market. The Company believes that it is the world's leading
manufacturer and distributor of artificial teeth, endodontic instruments and
materials, impression materials, prophylaxis paste, dental sealants, ultrasonic
scalers, and crown and bridge materials; the leading United States manufacturer
and distributor of dental x-ray equipment, dental handpieces, dental x-ray film
holders, film mounts and bone substitute/grafting materials; and a leading
United States distributor of dental cutting instruments and dental implants. The
Company distributes its dental products in over 100 countries under some of the
most well-established brand names in the industry.
DENTSPLY is committed to the development of innovative, high quality,
cost-effective new products for the dental market.
