SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
-----------------------------
STERILE CONCEPTS HOLDINGS, INC.
(Name of Subject Company)
MAXXIM ACQUISITION CO.
(A Virginia Corporation)
MAXXIM MEDICAL, INC.
(A Delaware Corporation)
MAXXIM MEDICAL, INC.
(A Texas Corporation)
(Bidders)
-----------------------------
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
-----------------------------
85915P 10 9
(CUSIP Number of Class of Securities)
-----------------------------
KENNETH W. DAVIDSON
MAXXIM MEDICAL, INC.
104 INDUSTRIAL BLVD.
SUGAR LAND, TEXAS 77478
(713) 240-5588
WITH A COPY TO:
JOHN R. BOYER, JR.
BOYER, EWING & HARRIS, INCORPORATED
9 GREENWAY, SUITE 3100
HOUSTON, TEXAS 77046
(713) 871-2025
(Names, Addresses and Telephone Numbers of Persons Authorized to
Receive Notices and Communications on Behalf of Bidders)
-----------------------------
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
TRANSACTION VALUE: $110,527,680* AMOUNT OF FILING FEE: $22,105.54
- --------------------------------------------------------------------------------
* For purposes of calculating fee only. The amount assumes the purchase of
the outstanding Shares (as defined herein) at $20.00 per Share, net to
the seller in cash, based on the number of Shares represented by the
subject Company in the Agreement and Plan of Merger dated as of June 10,
1996, outstanding as of such date. The amount of the filing fee,
calculated in accordance with Rule 0-11(d) of the Securities Exchange
Act of 1934, as amended, equals 1/50 of one percent of the aggregate of
the cash offered for such number of Shares.
[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: $22,105.54 Filing Party: Maxxim Acquisition Co.
Maxxim Medical, Inc.
Maxxim Medical, Inc.
Form or Registration No.: Schedule 14(d)1 Date Filed: June 14, 1996
<PAGE>
MAXXIM ACQUISITION CO., A VIRGINIA CORPORATION (THE "PURCHASER"), A
DIRECT SUBSIDIARY OF MAXXIM MEDICAL, INC., A DELAWARE CORPORATION ("MAXXIM") AND
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF MAXXIM MEDICAL, INC., A TEXAS CORPORATION
(THE "PARENT"), MAXXIM AND PARENT HEREBY AMEND AND SUPPLEMENT THEIR TENDER OFFER
STATEMENT ON SCHEDULE 14D-1, FILED ON JUNE 14, 1996 (AS AMENDED, THE "SCHEDULE
14D-1") RELATING TO THE OFFER BY THE PURCHASER TO PURCHASE ALL OUTSTANDING
SHARES OF COMMON STOCK, NO PAR VALUE, OF STERILE CONCEPTS HOLDINGS, INC., A
VIRGINIA CORPORATION (THE "COMPANY"), INCLUDING THE ASSOCIATED SHARE PURCHASE
RIGHTS, IF ANY (THE "RIGHTS" AND, TOGETHER WITH THE COMMON STOCK, THE "SHARES"),
ISSUED PURSUANT TO THE SHAREHOLDER PROTECTION RIGHTS AGREEMENT DATED AS OF MARCH
6, 1996, BETWEEN THE COMPANY AND FIRST UNION NATIONAL BANK OF NORTH CAROLINA AS
RIGHTS AGENT, UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE
OFFER TO PURCHASE DATED JUNE 14, 1996 (THE "OFFER TO PURCHASE") AND IN THE
RELATED LETTER OF TRANSMITTAL WHICH ARE ANNEXED TO AND FILED WITH THE SCHEDULE
14D-1 AS EXHIBITS (A)(1) AND (A)(2), RESPECTIVELY, AS AMENDED BY THIS AMENDMENT
NO. 1. THE ITEM NUMBERS AND RESPONSES THERETO BELOW ARE IN ACCORDANCE WITH THE
REQUIREMENTS OF SCHEDULE 14D-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(f) is hereby amended and supplemented
by the following:
The information set forth in Section 14 ("Certain Conditions of the
Offer") of the Offer to Purchase is hereby amended by deleting the phrase
"(iii) at any time on or after the date of the Merger Agreement and at or
before the time of payment for any such Shares (whether or not any Shares
have theretofore been accepted for payment or paid for pursuant to the
Offer) any of the following shall occur" from the seventh, eighth and ninth
lines of the first paragraph of such Section 14, and substituting therefor
the phrase "(iii) at any time on or after the date of the Merger Agreement
and prior to the expiration of the Offer any of the following shall occur".
<PAGE>
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.
Dated: July 11, 1996 MAXXIM ACQUISITION CO.
By: /s/ KENNETH W. DAVIDSON
Kenneth W. Davidson, President
MAXXIM MEDICAL, INC.
a Delaware corporation
By: /s/ KENNETH W. DAVIDSON
Kenneth W. Davidson, President,
Chairman and Chief Executive Officer
MAXXIM MEDICAL, INC.
a Texas corporation
By: /s/ KENNETH W. DAVIDSON
Kenneth W. Davidson, President,
Chairman and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER EXHIBIT NAME NUMBER
- ------- ------------ ------
(a)(1)* Offer to Purchase...........................................
(a)(2)* Letter of Transmittal.......................................
(a)(3)* Notice of Guaranteed Delivery...............................
(a)(4)* Letter to Brokers, Dealers, Banks, Trust Companies
and Other Nominees..........................................
(a)(5)* Letter to Clients for use by Brokers, Dealers, Banks,
Trust Companies and Other Nominees..........................
(a)(6)* Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9...............................
(a)(7)* Form of Summary Advertisement dated June __, 1996...........
(a)(8)* Text of Press Release dated June __,1996, issued by
the Company and Parent......................................
(b)(i)* Commitment Letter dated as of June __,1996, addressed
to Maxxim, executed by NationsBank of Texas, N.A., as
Agent for a syndicate of lenders, and NationsBanc
Capital Markets, Inc., as Arranger and Syndication
Agent, for a $165,000,000 Senior Credit Facility............
(b)(ii)* Commitment Letter dated as of June 8, 1996, addressed
to Maxxim, executed by NationsBridge, L.L.C., and
NationsBanc Capital Markets, Inc., with respect to a
$75,000,000 Bridge Facility.................................
(c)* Agreement and Plan of Merger dated as of June 10, 1996,
by and among the Purchaser, Maxxim and the Company..........
(d) None........................................................
(e) Not applicable..............................................
(f) None........................................................
* Previously filed
