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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
AMENDMENT NO. 3
(Final Amendment)
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
INDUSTRIAL SCIENTIFIC CORPORATION
(Name of Issuer)
INDUSTRIAL SCIENTIFIC CORPORATION
ISC ACQUISITION CORPORATION
KENTON E. McELHATTAN
KENT D. McELHATTAN
FLORENCE L. McELHATTAN
(Name of Person(s) Filing Statement)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
45631G-10-6
(CUSIP Number of Class of Securities)
Robert K. Morris James J. Barnes
Reed, Smith, Shaw & McClay Buchanan Ingersoll Professional Corporation
435 Sixth Avenue One Oxford Centre, 20th Floor
Pittsburgh, PA 15219 301 Grant Street
412/288-3126 Pittsburgh, PA 15219
412/562-1415
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [X] 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. [ ] 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: [ ]
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Industrial Scientific Corporation, a Pennsylvania corporation (the "Company"),
ISC Acquisition Corporation, a Pennsylvania corporation ("Acquisition"), and
Kenton E. McElhattan, Kent D. McElhattan and Florence L. McElhattan
(collectively, the "Majority Shareholders") hereby amend and supplement their
Rule 13E-3 Transaction Statement on Schedule 13E-3 filed with the Securities and
Exchange Commission on March 10, 1999 (the "Schedule 13E-3"), with respect to an
Agreement and Plan of Merger, dated as of February 23, 1999 (the "Merger
Agreement"), by and between the Company and Acquisition. The Merger Agreement
provides for the merger (the "Merger") of Acquisition with and into the Company,
with the Company as the corporation surviving the Merger. This Amendment
constitutes Amendment No. 3 and the final amendment to the Schedule 13E-3.
The Merger was consummated on May 21, 1999, effective upon the filing of
Articles of Merger with the Department of State of the Commonwealth of
Pennsylvania. Each share of common stock, par value $0.01 per share (the
"Company Common Stock") of the Company issued and outstanding immediately prior
to the effective time of the Merger (except for shares of Common Stock as to
which dissenters rights have been perfected) was canceled and converted into the
right to receive $28.50 in cash, without interest thereon, pursuant to the terms
of the Merger Agreement.
Capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Schedule 13E-3.
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Item 3. Past Contacts, Transactions or Negotiations.
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Item 3 is hereby amended and supplemented as follows:
On May 21, 1999, Articles of Merger with respect to the Merger were filed
with the Department of State of the Commonwealth of Pennsylvania and the Merger
became effective upon such filing.
As contemplated by the Merger Agreement, immediately prior to the
effectiveness of the Merger, the Majority Shareholders each contributed all of
their respective shares of Common Stock to Acquisition.
Item 5. Plans or Proposals of the Issuer or Affiliate.
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Item 5 is hereby amended and supplemented as follows:
(a) The Merger was consummated by the filing of the Articles of Merger
with the Department of State of the Commonwealth of Pennsylvania on May 21, 1999
and became effective upon filing.
(c) At the effective time of the Merger, Kenton E. McElhattan and Kent D.
McElhattan became the only directors of the Company.
(f); (g) On April 29, 1999, the Company filed a Form 15 with respect to the
termination of registration of the Company Common Stock. The Company Common
Stock was delisted from the Nasdaq Stock Market at the close of trading on May
20, 1999.
Item 6. Source and Amounts of Funds or Other Consideration.
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Item 6 is hereby amended and supplemented as follows:
On May 21, 1999, Acquisition entered into a Loan Agreement (the "Loan
Agreement") with PNC Bank, National Association (the "Bank"), pursuant to which
Acquisition received a line of credit in an amount in the aggregate amount not
to exceed $27,000,000 substantially in accordance with the terms described under
"SPECIAL FACTORS REGARDING THE MERGER -- Financing of the Merger" in the
Information Statement.
As a condition to the disbursement of funds under the Loan Agreement, the
Company was required to execute and deliver to the Bank a Pledge Agreement and
an Assumption Agreement. The Company entered into a Pledge Agreement with the
Bank dated as of May 21, 1999, and an Assumption Agreement with the Bank, also
dated as of May 21, 1999. Pursuant to the Assumption Agreement, the Company
assumed all of the liabilities of Acquisition as the borrower under the Loan
Agreement and the other loan documents.
Item 10. Interest in Securities of the Issuer.
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Item 10 is hereby amended and supplemented as follows:
As a result of the consummation of the Merger, the Majority Shareholders
and their Affiliates own 100% of the Company Common Stock.
Item 11. Contracts, Arrangements or Understandings with Respect to the Issuer's
Securities.
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Item 11 is hereby amended and supplemented as follows:
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The information contained in Item 6 of this Final Amendment to the Schedule
13E-3 is incorporated herein by reference.
Item 17. Material to be Filed as Exhibits.
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(d)(2) Press Release issued by the Company on May 25, 1999
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SIGNATURE
After due inquiry and to the best of his or her knowledge and belief, the
undersigned hereby certify that the information set forth in this statement is
true, complete and correct.
Dated: June 1, 1999
INDUSTRIAL SCIENTIFIC CORPORATION
By: /s/ James P. Hart
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James P. Hart
Vice President Finance
ISC ACQUISITION CORPORATION
By: /s/ Kent D. McElhattan
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Kent D. McElhattan
President
KENTON E. McELHATTAN
By: /s/ Kenton E. McElhattan
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KENT D. McELHATTAN
By: /s/ Kent D. McElhattan
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FLORENCE L. McELHATTAN
By: /s/ Florence L. McElhattan
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
Exhibit 99.17d(2) Press Release issued by the Company on May 25, 1999
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Exhibit 99.17d(2)
Industrial Scientific Corporation Announces Return to Private Company Status
PITTSBURGH, May 25 / PRNewswire/ -- Industrial Scientific Corporation (Nasdaq:
ISCX) announced today that its previously announced merger (the "Merger") with
ISC Acquisition Corporation, a corporation that was formed by Kenton E.
McElhattan, Kent D. McElhattan and Florence L. McElhattan (the "Majority
Shareholders"), was consummated. On Friday, May 21, 1999, Industrial Scientific
Corporation officially ceased being a public-owned, Nasdaq/NMS traded company.
As a result of the Merger, all of the outstanding shares of Industrial
Scientific Corporation common stock not already owned by the Majority
Shareholders and their affiliates were purchased for a price of $28.50 per share
in cash and the Company's common stock ceased to be publicly traded.
Kent D. McElhattan, the President and CEO, commented on the transaction,
"Returning to private-ownership status will enable Industrial Scientific
Corporation to concentrate exclusively on fulfilling its mission and long-term
goals without the threat of adverse impact on stock prices. As a private
company, our ability to continue dedicating ourselves to maintaining the highest
quality and customer service standards in the research, development, testing,
manufacture and sale of life-preserving products will be enhanced."
"I can't imagine how we could make a stronger statement in support of high
values and product/service excellence than what we have done to take Industrial
Scientific private. Industrial Scientific has always had an extreme case of
customer service passion and I can assure you that this will be emphasized even
more as a privately owned company," he continued.
Industrial Scientific Corporation was originally a privately-held corporation
from the time of its incorporation in 1985. In the years that followed, the
Company rapidly earned its reputation as a leading developer, manufacturer and
seller of portable gas monitors for industrial use.
In 1993, Industrial Scientific became a publicly-owned corporation, and its
stock was traded on the Nasdaq Stock Exchange. The next six years represented a
period of tremendous expansion for Industrial Scientific Corporation, as it
opened 6 regional offices worldwide, including Saudi Arabia, Europe, China,
Singapore and Australia. The Company also significantly increased its sales
force in the United Stated, making it the leading seller of portable gas
monitors in North America. Workers throughout the world use Industrial
Scientific products to warn of dangerous gas conditions. Principal markets
include oil and petrochemical, public utilities, manufacturing, mining, steel,
pulp and paper and fire service.
Headquartered in Oakdale, Pennsylvania, Industrial Scientific Corporation
designs, manufacturers and sells gas monitoring instruments and other technical
products for the preservation of human life and property. The Company has 28
regional offices in six countries worldwide and is a leading developer and
manufacturer of gas monitoring solutions, offering a comprehensive line of
products and services.
/CONTACT: Kent McElhattan, President and CEO of Industrial Scientific, 412/490-
1890.
