-----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, EH8bhmdyOdkuWhK3FH9LFHW+hDwo3skqY3FqkoM8HHFwFr/wuSTIb5XOWrlpqtGf i/p8lxQFfsRtcLkapfqsjQ== 0000950144-99-004762.txt : 19990422 0000950144-99-004762.hdr.sgml : 19990422 ACCESSION NUMBER: 0000950144-99-004762 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990421 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: 99598418 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. 2) 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 No. 2 (the "Amendment") to the Issuer Tender Offer Statement on Schedule 13E-4, dated March 22, 1999 (the "Schedule"), relates 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 a price 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. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Offer to Purchase and the Schedule. ITEM 8. ADDITIONAL INFORMATION. Item 8(e) of the Schedule is hereby amended and supplemented to add the following information: Upon the terms and subject to the conditions of the Offer, the Company is extending the Offer. The Offer, proration period and withdrawal rights now expire at 5:00 p.m., New York City time, on Friday, April 23, 1999, unless further extended by the Company. On April 16, 1999, The Atrion Stockholder Committee, comprised of Jerry A. Howard and R. Scott Nieboer, filed a preliminary proxy statement with the Securities and Exchange Commission. In its preliminary proxy statement, The Atrion Stockholder Committee states that it is soliciting proxies for the election of Messrs. Howard and Nieboer to the Board of Directors of the Company at the Company's 1999 annual meeting in opposition to the nominees of the Board of Directors. Among other things, the Atrion Stockholder Committee has stated in its preliminary proxy statement that if it is successful in having its nominees elected they intend to use their "best efforts to influence a sale of the Company or its component businesses...." ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 of the Schedule is hereby amended and supplemented to add Exhibit (a)(11). (a) (11) Form of Press Release dated April 21, 1999. 2 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 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 21, 1999 3 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION (a) (11) Form of Press Release dated April 21, 1999. 4 EX-99.(A)(11) 2 FORM OF PRESS RELEASE DATED 04/21/99 1 Exhibit (a)(11) PRESS RELEASE [Atrion Logo] ATRION CORPORATION EXTENDS DUTCH AUCTION TENDER OFFER AND REPORTS FILING OF PRELIMINARY PROXY STATEMENT BY THE ATRION STOCKHOLDER COMMITTEE ALLEN, Texas (April 21, 1999) - Atrion Corporation (Nasdaq/NM-ATRI) announced today that it has extended its "Dutch auction" tender offer to purchase up to 400,000 shares of its Common Stock at a purchase price of not greater than $10.00 nor less than $8.00 per share. The tender offer, proration period and withdrawal rights will now expire at 5:00 p.m., New York City time on Friday, April 23, 1999, unless further extended by the Company. The Company has been informed by the depositary that approximately 339,000 shares had been tendered through the close of business yesterday. Emile A. Battat, Chairman, President and CEO of Atrion stated, "The Company has extended the tender offer in order to provide stockholders the opportunity to consider the effect of the filing on April 16, 1999 of a preliminary proxy statement with the Securities and Exchange Commission by The Atrion Stockholder Committee, comprised of Jerry A. Howard and R. Scott Nieboer." In its preliminary proxy statement, The Atrion Stockholder Committee states that it is soliciting proxies for the election of Messrs. Howard and Nieboer to the Board of Directors of the Company at the Company's 1999 annual meeting in opposition to the Board of Directors' own nominees for election as directors. As previously reported, two directors will be elected at the 1999 annual meeting and the terms of five incumbent directors will continue after the 1999 annual meeting. The Atrion Stockholder Committee also states in its preliminary proxy statement that it "believes that the most attractive alternative for increasing the value of the Common Stock, on a net present value basis, may be through the sale of the Company or its component businesses" and that if it is successful in having its nominees elected they intend to use their "best efforts to influence a sale of the Company or its component businesses...." Additionally, The Atrion Stockholder Committee states in its preliminary proxy statement that there is no assurance that a "sale, divestiture or other extraordinary transaction can be accomplished or would result in achieving full value for stockholders." The full text of The Atrion Stockholder Committee's preliminary proxy statement is available at the SEC's Web site at http://www.sec.gov. Atrion Corporation designs, develops, manufactures, sells and distributes medical products and components to markets worldwide. Contact: Jeffery Strickland Vice President and Chief Financial Officer (972) 390-9800 -----END PRIVACY-ENHANCED MESSAGE-----