-----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, N3m8ViMw/8V/Vw3QoEtodEwaPoBkeyj2scsx5CUxU3aDsyoRzZ1OAXkXfUit49bV 3/o2agZnCpj2tnSgqre2Mg== 0000950132-99-000565.txt : 19990625 0000950132-99-000565.hdr.sgml : 19990625 ACCESSION NUMBER: 0000950132-99-000565 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990601 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INDUSTRIAL SCIENTIFIC CORP CENTRAL INDEX KEY: 0000906108 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 251481281 STATE OF INCORPORATION: PA FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-50261 FILM NUMBER: 99638515 BUSINESS ADDRESS: STREET 1: 1001 OAKDALE RD CITY: OAKDALE STATE: PA ZIP: 15071 BUSINESS PHONE: 4127784353 MAIL ADDRESS: STREET 1: 1001 OAKDALE ROAD CITY: OAKDALE STATE: PA ZIP: 15071 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INDUSTRIAL SCIENTIFIC CORP CENTRAL INDEX KEY: 0000906108 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 251481281 STATE OF INCORPORATION: PA FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 1001 OAKDALE RD CITY: OAKDALE STATE: PA ZIP: 15071 BUSINESS PHONE: 4127784353 MAIL ADDRESS: STREET 1: 1001 OAKDALE ROAD CITY: OAKDALE STATE: PA ZIP: 15071 SC 13E3/A 1 AMENDMENT #3 TO SCHEDULE 13E-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 1999 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 AMENDMENT NO. 3 (Final Amendment) Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) INDUSTRIAL SCIENTIFIC CORPORATION (Name of Issuer) INDUSTRIAL SCIENTIFIC CORPORATION ISC ACQUISITION CORPORATION KENTON E. McELHATTAN KENT D. McELHATTAN FLORENCE L. McELHATTAN (Name of Person(s) Filing Statement) COMMON STOCK, $.01 PAR VALUE PER SHARE (Title of Class of Securities) 45631G-10-6 (CUSIP Number of Class of Securities) Robert K. Morris James J. Barnes Reed, Smith, Shaw & McClay Buchanan Ingersoll Professional Corporation 435 Sixth Avenue One Oxford Centre, 20th Floor Pittsburgh, PA 15219 301 Grant Street 412/288-3126 Pittsburgh, PA 15219 412/562-1415 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) This statement is filed in connection with (check the appropriate box): a. [X] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [ ] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ] Industrial Scientific Corporation, a Pennsylvania corporation (the "Company"), ISC Acquisition Corporation, a Pennsylvania corporation ("Acquisition"), and Kenton E. McElhattan, Kent D. McElhattan and Florence L. McElhattan (collectively, the "Majority Shareholders") hereby amend and supplement their Rule 13E-3 Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange Commission on March 10, 1999 (the "Schedule 13E-3"), with respect to an Agreement and Plan of Merger, dated as of February 23, 1999 (the "Merger Agreement"), by and between the Company and Acquisition. The Merger Agreement provides for the merger (the "Merger") of Acquisition with and into the Company, with the Company as the corporation surviving the Merger. This Amendment constitutes Amendment No. 3 and the final amendment to the Schedule 13E-3. The Merger was consummated on May 21, 1999, effective upon the filing of Articles of Merger with the Department of State of the Commonwealth of Pennsylvania. Each share of common stock, par value $0.01 per share (the "Company Common Stock") of the Company issued and outstanding immediately prior to the effective time of the Merger (except for shares of Common Stock as to which dissenters rights have been perfected) was canceled and converted into the right to receive $28.50 in cash, without interest thereon, pursuant to the terms of the Merger Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Schedule 13E-3. -2- Item 3. Past Contacts, Transactions or Negotiations. -------------------------------------------- Item 3 is hereby amended and supplemented as follows: On May 21, 1999, Articles of Merger with respect to the Merger were filed with the Department of State of the Commonwealth of Pennsylvania and the Merger became effective upon such filing. As contemplated by the Merger Agreement, immediately prior to the effectiveness of the Merger, the Majority Shareholders each contributed all of their respective shares of Common Stock to Acquisition. Item 5. Plans or Proposals of the Issuer or Affiliate. ---------------------------------------------- Item 5 is hereby amended and supplemented as follows: (a) The Merger was consummated by the filing of the Articles of Merger with the Department of State of the Commonwealth of Pennsylvania on May 21, 1999 and became effective upon filing. (c) At the effective time of the Merger, Kenton E. McElhattan and Kent D. McElhattan became the only directors of the Company. (f); (g) On April 29, 1999, the Company filed a Form 15 with respect to the termination of registration of the Company Common Stock. The Company Common Stock was delisted from the Nasdaq Stock Market at the close of trading on May 20, 1999. Item 6. Source and Amounts of Funds or Other Consideration. --------------------------------------------------- Item 6 is hereby amended and supplemented as follows: On May 21, 1999, Acquisition entered into a Loan Agreement (the "Loan Agreement") with PNC Bank, National Association (the "Bank"), pursuant to which Acquisition received a line of credit in an amount in the aggregate amount not to exceed $27,000,000 substantially in accordance with the terms described under "SPECIAL FACTORS REGARDING THE MERGER -- Financing of the Merger" in the Information Statement. As a condition to the disbursement of funds under the Loan Agreement, the Company was required to execute and deliver to the Bank a Pledge Agreement and an Assumption Agreement. The Company entered into a Pledge Agreement with the Bank dated as of May 21, 1999, and an Assumption Agreement with the Bank, also dated as of May 21, 1999. Pursuant to the Assumption Agreement, the Company assumed all of the liabilities of Acquisition as the borrower under the Loan Agreement and the other loan documents. Item 10. Interest in Securities of the Issuer. ------------------------------------- Item 10 is hereby amended and supplemented as follows: As a result of the consummation of the Merger, the Majority Shareholders and their Affiliates own 100% of the Company Common Stock. Item 11. Contracts, Arrangements or Understandings with Respect to the Issuer's Securities. ---------------------------------------------------------------------- Item 11 is hereby amended and supplemented as follows: -3- The information contained in Item 6 of this Final Amendment to the Schedule 13E-3 is incorporated herein by reference. Item 17. Material to be Filed as Exhibits. --------------------------------- (d)(2) Press Release issued by the Company on May 25, 1999 -4- SIGNATURE After due inquiry and to the best of his or her knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct. Dated: June 1, 1999 INDUSTRIAL SCIENTIFIC CORPORATION By: /s/ James P. Hart ---------------------------- James P. Hart Vice President Finance ISC ACQUISITION CORPORATION By: /s/ Kent D. McElhattan --------------------------- Kent D. McElhattan President KENTON E. McELHATTAN By: /s/ Kenton E. McElhattan --------------------------- KENT D. McELHATTAN By: /s/ Kent D. McElhattan --------------------------- FLORENCE L. McELHATTAN By: /s/ Florence L. McElhattan --------------------------- -5- EXHIBIT INDEX EXHIBIT DESCRIPTION Exhibit 99.17d(2) Press Release issued by the Company on May 25, 1999 -6- EX-99.17D(2) 2 PRESS RELEASE Exhibit 99.17d(2) Industrial Scientific Corporation Announces Return to Private Company Status PITTSBURGH, May 25 / PRNewswire/ -- Industrial Scientific Corporation (Nasdaq: ISCX) announced today that its previously announced merger (the "Merger") with ISC Acquisition Corporation, a corporation that was formed by Kenton E. McElhattan, Kent D. McElhattan and Florence L. McElhattan (the "Majority Shareholders"), was consummated. On Friday, May 21, 1999, Industrial Scientific Corporation officially ceased being a public-owned, Nasdaq/NMS traded company. As a result of the Merger, all of the outstanding shares of Industrial Scientific Corporation common stock not already owned by the Majority Shareholders and their affiliates were purchased for a price of $28.50 per share in cash and the Company's common stock ceased to be publicly traded. Kent D. McElhattan, the President and CEO, commented on the transaction, "Returning to private-ownership status will enable Industrial Scientific Corporation to concentrate exclusively on fulfilling its mission and long-term goals without the threat of adverse impact on stock prices. As a private company, our ability to continue dedicating ourselves to maintaining the highest quality and customer service standards in the research, development, testing, manufacture and sale of life-preserving products will be enhanced." "I can't imagine how we could make a stronger statement in support of high values and product/service excellence than what we have done to take Industrial Scientific private. Industrial Scientific has always had an extreme case of customer service passion and I can assure you that this will be emphasized even more as a privately owned company," he continued. Industrial Scientific Corporation was originally a privately-held corporation from the time of its incorporation in 1985. In the years that followed, the Company rapidly earned its reputation as a leading developer, manufacturer and seller of portable gas monitors for industrial use. In 1993, Industrial Scientific became a publicly-owned corporation, and its stock was traded on the Nasdaq Stock Exchange. The next six years represented a period of tremendous expansion for Industrial Scientific Corporation, as it opened 6 regional offices worldwide, including Saudi Arabia, Europe, China, Singapore and Australia. The Company also significantly increased its sales force in the United Stated, making it the leading seller of portable gas monitors in North America. Workers throughout the world use Industrial Scientific products to warn of dangerous gas conditions. Principal markets include oil and petrochemical, public utilities, manufacturing, mining, steel, pulp and paper and fire service. Headquartered in Oakdale, Pennsylvania, Industrial Scientific Corporation designs, manufacturers and sells gas monitoring instruments and other technical products for the preservation of human life and property. The Company has 28 regional offices in six countries worldwide and is a leading developer and manufacturer of gas monitoring solutions, offering a comprehensive line of products and services. /CONTACT: Kent McElhattan, President and CEO of Industrial Scientific, 412/490- 1890. -----END PRIVACY-ENHANCED MESSAGE-----