-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TDTKZFl29vT9CoXjImvcxLZ5yQKWdLZnjeKTUV5PdJvfxJCr8z6AVqvrjYpWFP7c ThcmByOtpcCRORSGB9PRow== 0000950144-99-004224.txt : 19990409 0000950144-99-004224.hdr.sgml : 19990409 ACCESSION NUMBER: 0000950144-99-004224 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990408 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATRION CORP CENTRAL INDEX KEY: 0000701288 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 630821819 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-36423 FILM NUMBER: 99589664 BUSINESS ADDRESS: STREET 1: ONE ALLENTOWN PARKWAY CITY: ALLEN STATE: TX ZIP: 75002 BUSINESS PHONE: 9723909800 MAIL ADDRESS: STREET 1: POST OFFICE 3869 CITY: MUSCLE SHOALS STATE: AL ZIP: 356623869 FORMER COMPANY: FORMER CONFORMED NAME: ALATENN RESOURCES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATRION CORP CENTRAL INDEX KEY: 0000701288 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 630821819 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: ONE ALLENTOWN PARKWAY CITY: ALLEN STATE: TX ZIP: 75002 BUSINESS PHONE: 9723909800 MAIL ADDRESS: STREET 1: POST OFFICE 3869 CITY: MUSCLE SHOALS STATE: AL ZIP: 356623869 FORMER COMPANY: FORMER CONFORMED NAME: ALATENN RESOURCES INC DATE OF NAME CHANGE: 19920703 SC 13E4/A 1 ATRION CORPORATION / ATRION CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE 13E-4 (Amendment No. 1) ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) ------------------ ATRION CORPORATION (Name of Issuer) ATRION CORPORATION (Name of Person(s) Filing Statement) COMMON STOCK, $.10 PAR VALUE (Title of Class of Securities) 049904105 (Cusip Number of Class of Securities) EMILE A. BATTAT CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER ATRION CORPORATION ONE ALLENTOWN PARKWAY ALLEN, TEXAS 75002-4211 (972) 390-9800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of the Person(s) Filing Statement) Copies To: B. G. MINISMAN, JR., ESQ. BERKOWITZ, LEFKOVITS, ISOM & KUSHNER 1600 SOUTHTRUST TOWER BIRMINGHAM, ALABAMA 35203 (205) 328-0480 March 22, 1999 (Date Tender Offer First Published, Sent or Given to Security Holders) 2 This Amendment amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4, dated March 22, 1999, relating to the offer by Atrion Corporation (the "Company") to purchase 400,000 shares (or such lesser number of shares as are properly tendered) of its common stock, par value $.10 per share (such shares, together with the associated common stock purchase rights issued pursuant to the Rights Agreement, dated as of February 1, 1990, as amended, between the Company and American Stock Transfer & Trust Company as Rights Agent, are hereinafter referred to as the "Shares"), at prices not greater than $10.00 nor less than $8.00 net per Share in cash upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 22, 1999, and in the related Letter of Transmittal, which, as amended from time to time, together constitute the "Offer," copies of which are attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 13E-4. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase and the Schedule 13E-4. ITEM 8. ADDITIONAL INFORMATION. Item 8(e) is hereby supplemented to reflect the following amendments and supplements to the Offer: (i) The sixth paragraph of Section 2 of the Offer to Purchase is supplemented by adding the following: "The Company has no present plans to conduct any issuer tender offers after expiration of the Offer, and, while the Company has a stock repurchase program pursuant to which additional Shares may be repurchased, the Company currently has no specific plans to repurchase Shares pursuant to that program." (ii) Section 10 of the Offer to Purchase is supplemented by adding the following language after the fifth paragraph in said section: "On November 16, 1998, the Company commenced an issuer tender offer (the "Prior Tender Offer") pursuant to which the Company invited its stockholders to tender up to 500,000 Shares at prices not greater than $9.00 nor less than $7.00 per Share in cash, as specified by the tendering stockholders. The Prior Tender Offer expired on December 15, 1998. On December 22, 1998, the Company purchased a total of 239,092 Shares at a price of $9.00 per share pursuant to the Prior Tender Offer." ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 of the Schedule is hereby amended and supplemented to add Exhibits (a)(9) and (a)(10). (a)(9) Form of Supplement to Offer to Purchase dated April 8, 1999. 2 3 (a)(10) Form of Letter to Stockholders of the Company dated April 8, 1999, from Emile A. Battat, Chairman, President and Chief Executive Officer. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule 13E-4 is true, complete and correct. ATRION CORPORATION By: /s/ Emile A. Battat ------------------------------------------- Name: Emile A. Battat Title: Chairman, President and Chief Executive Officer Dated: April 8, 1999 3 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION (a)(9) Form of Supplement to Offer to Purchase dated April 8, 1999. (a)(10) Form of Letter to Stockholders of the Company dated April 8, 1999, from Emile A. Battat, Chairman, President and Chief Executive Officer.
4 EX-99.(A)(9) 2 FORM OF SUPPLEMENT TO OFFER TO PURCHASE 1 EXHIBIT (a)(9) SUPPLEMENT TO ATRION CORPORATION OFFER TO PURCHASE FOR CASH UP TO 400,000 SHARES OF ITS COMMON STOCK, PAR VALUE $.10 PER SHARE, AT A PURCHASE PRICE NOT GREATER THAN $10.00 NOR LESS THAN $8.00 PER SHARE --------------------- To the Holders of Common Stock of Atrion Corporation: Atrion Corporation (the "Company") hereby supplements its Offer to Purchase, dated March 22, 1999, pursuant to which the Company has invited its stockholders to tender up to 400,000 Shares at prices not greater than $10.00 nor less than $8.00 per Share in cash, as specified by tendering stockholders. Capitalized terms not defined in this Supplement shall have the same meanings as they have in the Offer to Purchase. The sixth paragraph of Section 2 of the Offer to Purchase is supplemented by adding the following language: "The Company has no present plans to conduct any issuer tender offers after expiration of the Offer, and, while the Company has a stock repurchase program pursuant to which additional Shares may be repurchased, the Company currently has no specific plans to repurchase Shares pursuant to that program." Section 10 of the Offer to Purchase is supplemented by adding the following language after the fifth paragraph in said section: "On November 16, 1998, the Company commenced an issuer tender offer (the "Prior Tender Offer") pursuant to which the Company invited its stockholders to tender up to 500,000 Shares at prices not greater than $9.00 nor less than $7.00 per share in cash, as specified by the tendering stockholders. The Prior Tender Offer expired on December 15, 1998. On December 22, 1998, the Company purchased a total of 239,092 Shares at a price of $9.00 per Share pursuant to the Prior Tender Offer." ATRION CORPORATION The Date of this Supplement to Offer to Purchase is April 8, 1999 EX-99.(A)(10) 3 FORM OF LETTER TO STOCKHOLDERS 1 EXHIBIT (a)(10) ATRION LOGO April 8, 1999 Dear Stockholder: On March 22, 1999, we mailed to you materials, including an Offer to Purchase, relating to Atrion's offer to purchase up to 400,000 shares of its common stock at a price not greater than $10.00 nor less than $8.00 per share. Enclosed is a Supplement to the Offer to Purchase which we encourage you to read along with the materials previously sent to you. Please note that the Offer is scheduled to expire at 5:00 P.M., New York City time, on Tuesday, April 20, 1999, unless extended by the Company. Questions regarding the Offer should be directed to Georgeson & Company Inc., the Information Agent for the Offer, at Wall Street Plaza, New York, New York 10005, at the telephone numbers set forth in the materials previously sent to you. Sincerely, /s/ Emile A. Battat Emile A. Battat Chairman, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----