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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
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Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
(Amendment No. 1)
UroMed Corporation
(Name of the Issuer)
6% CONVERTIBLE SUBORDINATED NOTES DUE OCTOBER 15, 2003
(Title of Class of Securities)
917274AC6
917274AA0
U9153EAA0
(CUSIP Numbers of Class of Securities)
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Paul J. Murphy
Chief Financial Officer
UroMed Corporation
64 A Street
Needham, MA 02194
(781) 433-0033
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person Filing Statement)
Copy to:
John R. Utzschneider, Esq.
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
(617) 951-8852
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September 23, 1998
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE: PREVIOUSLY PAID.
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UroMed Corporation, a Massachusetts corporation (the "Company"),
hereby amends and supplements its Issuer Tender Offer Statement on Schedule
13E-4, filed with the Securities and Exchange Commission on September 23,
1998 (the "Statement") in connection with an offer to purchase (the "Tender
Offer") by the Company of up to $40.0 million aggregate principal amount of
its 6% Convertible Subordinated Notes due October 15, 2003 (the "Notes").
This amendment constitutes Amendment No. 1 to the Statement. Pursuant to
General Instruction E to Schedule 13E-4, information previously disclosed in
the Statement is omitted from this Amendment No. 1.
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ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) There are no applicable regulatory requirements which must be
complied with or approvals which must be obtained in connection with the Tender
Offer other than compliance with the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder including, without
limitation, Rule 13e-4 promulgated thereunder, and the requirements of state
securities or "blue sky" laws.
(c) Not applicable.
(d) Not applicable.
(e) The Company has been informed that PaineWebber Incorporated, the
Dealer Manager for the Tender Offer, which acted as a co-manager in the
offering of the Notes, owns in inventory $5.0 million principal amount of
Notes acquired in the ordinary course of business. PaineWebber Incorporated's
equity division will make its own decision whether or not to tender the Notes
in the Tender Offer.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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<CAPTION>
Exhibit
Number Description
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<S> <C>
99.1. Offer to Purchase dated September 23, 1998.*
99.2. Form of Letter of Transmittal.*
99.3. Form of Notice of Guaranteed Delivery.*
99.4. Form of Letter to Holders of 6% Convertible Subordinated Notes due
October 15, 2003.*
99.5. Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
99.6. Form of Letter to Clients.*
99.7. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
99.8. Press Release issued on September 23, 1998.*
99.9. Supplement, dated September 23, 1998, to Offer to Purchase dated September 23, 1998.
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* Previously filed as an exhibit to Schedule 13E-4 filed by the Company with
the Securities and Exchange Commission on September 23, 1998.
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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: September 25, 1998 UroMed Corporation
By /s/ John G. Simon
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Name: John G. Simon
Title: Chief Executive Officer, Chairman
and President
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Number Description
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<S> <C>
99.1. Offer to Purchase dated September 23, 1998.*
99.2. Form of Letter of Transmittal.*
99.3. Notice of Guaranteed Delivery.*
99.4. Form of Letter to Holders of 6% Convertible Subordinated Notes due October 15, 2003.*
99.5. Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
99.6. Form of Letter to Clients.*
99.7. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
99.8. Press Release issued on September 23, 1998.*
99.9. Supplement, dated September 23, 1998, to Offer to Purchase dated September 23, 1998.
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* Previously filed as an exhibit to Schedule 13E-4 filed by the Company with
the Securities and Exchange Commission on September 23, 1998.
</TABLE>
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Exhibit 99.9
UROMED CORPORATION
64 A Street
Needham, MA 02194
SUPPLEMENT TO OFFER TO PURCHASE, DATED SEPTEMBER 23, 1998
for the
OFFER TO PURCHASE FOR CASH UP TO $40.0 MILLION AGGREGATE PRINCIPAL AMOUNT OF
6% CONVERTIBLE SUBORDINATED NOTES DUE OCTOBER 15, 2003 AT $450 PER $1,000
PRINCIPAL AMOUNT PLUS ACCRUED INTEREST
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THE TENDER OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
WEDNESDAY, OCTOBER 21, 1998, UNLESS EXTENDED (THE "EXPIRATION DATE"). HOLDERS OF
EXPIRING NOTES MUST TENDER THEIR NOTES ON OR PRIOR TO THE EXPIRATION DATE IN
ORDER TO RECEIVE THE TENDER OFFER CONSIDERATION (AS DEFINED). TENDERED NOTES MAY
BE WITHDRAWN AT ANY TIME ON OR PRIOR TO THE EXPIRATION DATE.
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Reference is made to the Offer To Purchase, dated September 23, 1998
(the "Offer To Purchase") of UroMed Corporation (the "Company") relating to the
Company's 6% Convertible Subordinated Notes due October 15, 2003 (the "Notes").
Defined terms used in this Supplement without definition have the meanings given
them in the Offer To Purchase.
The Company has been informed that PaineWebber Incorporated, the Dealer
Manager for the Tender Offer, which acted as a co-manager in the offering of the
Notes, owns in inventory $5.0 million principal amount of Notes acquired in the
ordinary course of business. PaineWebber Incorporated's equity division will
make its own decision whether or not to tender the Notes in the Tender Offer.
THE DATE OF THIS SUPPLEMENT TO OFFER TO PURCHASE IS SEPTEMBER 23, 1998.
