-----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, RS0p/eVYDCECoGg1ITbSqSFRRN1o5ZdkmUal0S5LCq0kVYytRKTWFQucuEfL/XSm jEM4lfZyukBClc2ohLrGbQ== 0000950144-98-011274.txt : 19981009 0000950144-98-011274.hdr.sgml : 19981009 ACCESSION NUMBER: 0000950144-98-011274 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981008 SROS: NASD GROUP MEMBERS: GAMMA ACQUISITION COPORATION GROUP MEMBERS: IMMUCOR INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GAMMA BIOLOGICALS INC CENTRAL INDEX KEY: 0000317890 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 741668436 STATE OF INCORPORATION: TX FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-33562 FILM NUMBER: 98722773 BUSINESS ADDRESS: STREET 1: 3700 MANGUM RD CITY: HOUSTON STATE: TX ZIP: 77092 BUSINESS PHONE: 7136818481 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IMMUCOR INC CENTRAL INDEX KEY: 0000736822 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 222408354 STATE OF INCORPORATION: GA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 3130 GATEWAY DR STREET 2: PO BOX 5625 CITY: NORCROSS STATE: GA ZIP: 30091 BUSINESS PHONE: 4044412051 MAIL ADDRESS: STREET 1: 3130 GATEWAY DR STREET 2: P O BOX 5625 CITY: NORCROSS STATE: GA ZIP: 30091 SC 14D1/A 1 GAMMA BIOLOGICALS INC/IMMUCOR INC 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- AMENDMENT NO. 1 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------- GAMMA BIOLOGICALS, INC. (NAME OF SUBJECT COMPANY [ISSUER]) GAMMA ACQUISITION CORPORATION IMMUCOR, INC. (BIDDERS) COMMON STOCK, PAR VALUE $.10 PER SHARE (TITLE OF CLASS OF SECURITIES) (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) 364 657 106 (CUSIP NUMBER OF CLASS OF SECURITIES) ---------- EDWARD L. GALLUP GAMMA ACQUISITION CORPORATION C/O IMMUCOR, INC. 3130 GATEWAY DRIVE NORCROSS, GEORGIA 30091 TELEPHONE: (770) 441-2051 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) ---------- COPY TO: PHILIP H. MOISE, ESQ. NELSON MULLINS RILEY & SCARBOROUGH, L.L.P. FIRST UNION PLAZA, SUITE 1400 999 PEACHTREE STREET, N.E. ATLANTA, GEORGIA 30309 TELEPHONE: (404) 817-6000 2 AMENDMENT NO. 1 TO SCHEDULE 14D-1 This Amendment No. 1 to Schedule 14D-1 Tender Offer Statement relates to the offer by Gamma Acquisition Corporation, a Texas corporation (the "Purchaser") and a wholly owned subsidiary of Immucor, Inc., a Georgia corporation (the "Parent"), to purchase all of the outstanding shares of common stock, par value $.10 per share, and the associated common stock purchase rights (together with the rights, the "Shares") of Gamma Biologicals, Inc., a Texas corporation (the "Company"), at a price of $5.40 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 25, 1998 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, as amended from time to time, together constitute the "Offer"). ITEM 10. ADDITIONAL INFORMATION To clarify that the Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act (relating to a bidder's obligation to pay for or return tendered shares after termination or withdrawal of the Offer), to pay for any Shares not theretofore accepted for payment or paid for pursuant to the Offer, if any conditions referred to in the Offer have not been satisfied prior to the Expiration Date, clause (2) of the first paragraph of Section 13 of the Offer to Purchase which formerly stated, "(2) at any time on or after the Merger Agreement and at or before any Shares are accepted for payment any of the following conditions exist:" is hereby amended in its entirety to read as follows: "(2) at any time on or after the Merger Agreement and at or before the Expiration Date of the Offer any of the following conditions exist:" Except as explicitly amended hereby, the Offer to Purchase remains in full force and effect. 3 SIGNATURES 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. Dated: October 8, 1998 GAMMA ACQUISITION CORPORATION By: /s/ EDWARD L. GALLUP ------------------------------------------------ Name: Edward L. Gallup Title: President IMMUCOR, INC. By: /s/ EDWARD L. GALLUP ------------------------------------------------ Name: Edward L. Gallup Title: Chairman of the Board of Directors, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----