<PAGE> 1
================================================================================
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)
(FINAL AMENDMENT)
----------
ENCORE MEDICAL CORPORATION
(Name of the Issuer)
ENCORE MEDICAL CORPORATION
(Name of Person(s) Filing Statement)
$7.00 WARRANTS
RIGHTS TO ACQUIRE $7.00 WARRANTS
(Title of Class of Securities)
29256E125
(CUSIP Number of Class of Securities)
HARRY L. ZIMMERMAN,
VICE PRESIDENT - LEGAL AFFAIRS AND SECRETARY
9800 METRIC BLVD.
AUSTIN, TEXAS 78758
(512) 832-9500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
Copy to:
RICHARD S. ROTH
JACKSON WALKER L.L.P.
1100 LOUISIANA, SUITE 4200
HOUSTON, TEXAS 77002
(713) 752-4200
DECEMBER 2, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
----------
<PAGE> 2
This is the Final Amendment to the Rule 13e-4 Issuer Tender Offer
Statement on Schedule 13E-4, filed with the Securities and Exchange Commission
on December 2, 1998 (File No. 5-50431), as amended hereby ("Schedule 13E-4"),
relating to an offer by Encore Medical Corporation to purchase any and all
outstanding (i) warrants, which have an exercise price of $7.00 per share, and
(ii) rights to acquire such warrants upon the terms and subject to the
conditions stated in the Offer to Purchase dated December 2, 1998 (the "Offer to
Purchase"), attached to Schedule 13E-4 as Exhibit (a)(1), and the related Letter
of Transmittal, attached to Schedule 13E-4 as Exhibit (a)(2). This Final
Amendment is being filed by the Company. Unless otherwise indicated, all
capitalized terms used herein which are defined in Schedule 13E-4 are used
herein as so defined.
Response to Instruction D:
The Offer to Purchase expired, by its terms, at 12:00 Midnight, Austin, Texas
time, on December 30, 1998. 614,876 Warrants and Rights to acquire 341,515
Warrants were validly tendered and not withdrawn, and on December 31, 1998 the
Company accepted such Warrants and Rights for payment pursuant to the Offer to
Purchase.
Item Response or Cross-Reference to the
Offering Circular Prospectus
Item 8 Additional Information
8(e) The Company announced on December 31, 1998 that its Offer to
Purchase expired, by its terms, on December 30, 1998 at 12:00
Midnight, Austin, Texas time and that all Warrants and Rights
validly tendered would be accepted for payment.
Item 9 Material to be Filed as Exhibits.
9(a) (a)(3) Press release dated December 31, 1998.
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.
December 31, 1998 ENCORE MEDICAL CORPORATION,
a Delaware Corporation
/s/ Nick Cindrich
---------------------------------
Nick Cindrich
Chief Executive Officer
2
<PAGE> 3
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- - --------------------------------------------------------------------------------
<S> <C>
(a)(3) Press Release dated December 31, 1998.
</TABLE>
3
<PAGE> 1
FOR: ENCORE MEDICAL CORPORATION
CONTACT: NICK CINDRICH/CRAIG SMITH
(512) 832-9500
FOR: KCSA, INVESTOR RELATIONS
CONTACT: JOSEPH A. MANSI/PAUL HOLM
(212) 682-6300, EXT. 205/201
ENCORE(R) MEDICAL CORPORATION ANNOUNCES TENDER FOR $7.00 WARRANTS AND RIGHTS
TO ACQUIRE $7.00 WARRANTS SUCCESSFUL
Austin, Texas, December 31, 1998 - Encore Medical Corporation (NASDAQ: ENMC)
announced today that its previously announced Tender Offer for any and all
outstanding $7.00 Warrants and Rights to acquire $7.00 Warrants expired at 12:00
Midnight, Austin, Texas time, on December 30, 1998, and was successful.
Approximately 614,876 $7.00 Warrants and 341,515 Rights to acquire $7.00
Warrants were tendered and accepted for payment by Encore. Payment for $7.00
Warrants and Rights to acquire $7.00 Warrants accepted for payment by Encore
will be delivered promptly to tendering holders.
Questions concerning the receipt of payment may be directed to Harry Zimmerman,
Vice President - Legal Affairs, Encore Medical Corporation, 9800 Metric
Boulevard, Austin, Texas 78758, (512) 832-9500.
Encore Medical Corporation designs, manufactures, markets and sells orthopedic
total joint, spinal and trauma implants around the world. Over the past five
years, sales have increased at a compounded annual sales growth rate of over 56
percent.
###
Except for the historical information contained herein, the matters discussed
are forward-looking statements made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. These statements involve
risks and uncertainties, such as quarterly fluctuations in operating results,
the timely availability of new products, the impacts of competitive products and
pricing, and other risks and uncertainties set forth in the Company's filings
with the Securities and Exchange Commission. These risks and uncertainties could
cause actual results to differ materially from any forward-looking statements
made herein.
4
