KRUG INTERNATIONAL CORP
SC 13E4/A, 1999-09-30
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                 SCHEDULE 13E-4
                          ISSUER TENDER OFFER STATEMENT
      (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
                                (AMENDMENT NO. 1)

                            KRUG INTERNATIONAL CORP.
                            ------------------------
                              (Name of the Issuer)

                            KRUG INTERNATIONAL CORP.
                            ------------------------
                      (Name of Person(s) Filing Statement)

                 SENIOR SUBORDINATED ZERO COUPON NOTES DUE 2007
                 ----------------------------------------------
                                  AND WARRANTS
                                  ------------
                         (Title of Class of Securities)
                             501067 128; 501067 AAO
                      (CUSIP Number of Class of Securities)

                            ROBERT M. THORNTON, JR.,
                            KRUG INTERNATIONAL CORP.
                                   SUITE 1300
                              900 CIRCLE 75 PARKWAY
                             ATLANTA, GEORGIA 30339
                                 (770) 933-7000
                                 --------------

   (Name, Address and Telephone Number of Person Authorized to Receive Notices
           and Communications on Behalf of Person(s) Filing Statement)

                                 AUGUST 20, 1999
                                 ---------------
     (Date Tender Offer First Published, Sent or Given to Security Holders)

                            CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
  Transaction
  Valuation (1)                                        Amount Of Filing Fee (2)
- -------------------------------------------------------------------------------
<S>                                                   <C>
$  3,915,375.00                                       $        784.00
- -------------------------------------------------------------------------------
</TABLE>

1.   Based upon the purchase of 2,470,000 shares at $1.5625 per share and 30,000
     shares at $2.00 per share. For purposes of determining this fee, the market
     value of the Common Stock proposed to be acquired in exchange for new
     securities of the registrant was established, in part, by multiplying the
     average high and low trading price of the Common Stock on the AMEX on
     August 19 1999 by 2,470,000.

2.   The amount of the filing fee equals 1/50 of one percent of the value of the
     securities to be acquired, as provided in Regulation 240.0-11 of the
     Securities Exchange Act of 1934.

       [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:    $784.00        Filing party: Krug International Corp.
Form or registration no.:  Schedule 13e-4 Date filed:   August 20, 1999

<PAGE>   2


This is the issuer's final amendment to this Schedule 13e-4. Issuer's Exchange
Offer terminated and no Exchange Consideration was accepted because stockholders
did not tender the minimum number of shares. As of September 17, 1999, the
Company accepted 1,245 shares of the Common Stock held by odd-lot stockholders
in exchange for $2.00 per share, for an aggregate payment of $2,490. There are
no material changes to the information previously set forth in this Schedule
13e-4.


<PAGE>   3


                                    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.


                            September 30, 1999

                            KRUG International Corp.


                            By:  /s/ Robert M. Thornton, Jr.
                                 ----------------------------------------------
                                     Robert M. Thornton, Jr.
                                     Chairman of the Board and
                                     Chief Executive Officer





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