-----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, MEI3YhOhfxYChPwD8qT6gr4bdHYRrwqxMGeG2JVZigiVG1cr2+uQG3t6lxmKfkMJ kHs1OGDecdEMIqt1p1s8mw== 0000950131-95-002994.txt : 19960216 0000950131-95-002994.hdr.sgml : 19960216 ACCESSION NUMBER: 0000950131-95-002994 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951030 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNTRO CORP /DE/ CENTRAL INDEX KEY: 0000794627 STANDARD INDUSTRIAL CLASSIFICATION: 2836 IRS NUMBER: 363114681 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39276 FILM NUMBER: 95585352 BUSINESS ADDRESS: STREET 1: 9669 LACKMAN RD CITY: LENEXA STATE: KS ZIP: 66219 BUSINESS PHONE: 9138888876 MAIL ADDRESS: STREET 1: 9669 LACKMAN ROAD CITY: LENEXA STATE: KS ZIP: 66219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MALLINCKRODT GROUP INC CENTRAL INDEX KEY: 0000051396 STANDARD INDUSTRIAL CLASSIFICATION: 2834 IRS NUMBER: 361263901 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 7733 FORSYTH BLVD CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148545299 MAIL ADDRESS: STREET 1: 7733 FORSYTH BLVD CITY: ST LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: IMCERA GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL MINERALS & CHEMICAL CORP DATE OF NAME CHANGE: 19900614 SC 14D1 1 SCHEDULE 14D-1 - - ------------------------------------------------------------------------------- - - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) ---------------- SYNTRO CORPORATION (NAME OF SUBJECT COMPANY) MALLINCKRODT VETERINARY ACQUISITIONS, INC. A WHOLLY OWNED SUBSIDIARY OF MALLINCKRODT VETERINARY, INC. AND AN INDIRECT WHOLLY OWNED SUBSIDIARY OF MALLINCKRODT GROUP INC. (BIDDERS) COMMON STOCK, $0.01 PAR VALUE (TITLE OF CLASS OF SECURITIES) 871629101 (CUSIP NUMBER OF CLASS OF SECURITIES) ROGER A. KELLER VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL MALLINCKRODT GROUP INC. 7733 FORSYTH BLVD. ST. LOUIS, MISSOURI 63105 (314) 854-5200 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) COPIES TO THOMAS L. FARQUER DENNIS V. OSIMITZ VICE PRESIDENT, LAW SIDLEY & AUSTIN MALLINCKRODT VETERINARY, INC. ONE FIRST NATIONAL PLAZA 421 EAST HAWLEY STREET CHICAGO, ILLINOIS 60603 MUNDELEIN, ILLINOIS 60060 (312) 853-7748 (708) 949-3733 CALCULATION OF FILING FEE - - ------------------------------------------------------------------------------- - - ------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE - - ------------------------------------------------------------------------------- $45,018,001 $9,004 - - ------------------------------------------------------------------------------- - - ------------------------------------------------------------------------------- * For the purpose of calculating the fee only, this amount assumes the purchase of 12,681,127 shares of Common Stock of Syntro Corporation at $3.55 per share. Such number of shares includes all outstanding shares as of September 22, 1995, and assumes the exercise of all outstanding stock options issued pursuant to the 1984 Incentive Stock Option Plan, the 1988 Executive Stock Option Plan, the 1988 Stock Option Plan and the 1994 Stock Option Plan, and agreements with certain consultants, of the Company. [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: $9,004 FILING PARTY: MALLINCKRODT VETERINARY ACQUISITIONS, INC., MALLINCKRODT VETERINARY, INC. AND MALLINCKRODT GROUP INC. FORM OR REGISTRATION NO.: SCHEDULE 14D-1 DATE FILED: SEPTEMBER 29, 1995 - - ------------------------------------------------------------------------------- - - ------------------------------------------------------------------------------- This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on September 29, 1995 (the "Schedule 14D-1") relating to the tender offer by Mallinckrodt Veterinary Acquisitions, Inc., a Delaware corporation (the "Offeror") and a wholly owned subsidiary of Mallinckrodt Veterinary, Inc., a Delaware corporation ("Mallinckrodt Veterinary"), and an indirect wholly owned subidiary of Mallinckrodt Group Inc., a New York corporation ("Mallinckrodt Group"), to purchase all outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Syntro Corporation, a Delaware corporation (the "Company"), at a purchase price of $3.55 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 29, 1995 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"). This Amendment No. 1 constitutes the final amendment to the Schedule 14D-1. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a) and (b): Immediately following the expiration of the Offer, the Offeror accepted for payment (and thereby purchased) 10,325,610 Shares validly tendered pursuant to the Offer and not properly withdrawn at or prior to the expiration of the Offer, including 154,522 Shares tendered pursuant to guaranteed delivery for which timely delivery of all required documents is necessary. The 10,325,610 Shares accepted for payment (and thereby purchased) by the Offeror represent approximately 90.15% of the Shares outstanding on October 27, 1995 and approximately 81.43% of the Shares on a fully diluted basis, assuming the exercise of all options. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(10) Press Release issued by Mallinckrodt Group on October 30, 1995.
2 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. Dated: October 30, 1995 Mallinckrodt Group Inc. /s/ Roger A. Keller By: _________________________________ Name: Roger A. Keller Title:Vice President, Secretary and General Counsel Mallinckrodt Veterinary, Inc. /s/ David W. Froessel, Jr. By: _________________________________ Name: David W. Froessel, Jr. Title:Vice President Finance and Administration Mallinckrodt Veterinary Acquisitions, Inc. /s/ David W. Froessel, Jr. By: _________________________________ Name: David W. Froessel, Jr. Title:Vice President 3 EX-10.A 2 PRESS RELEASE Exhibit 10(a) FOR IMMEDIATE RELEASE - - --------------------- Mallinckrodt Group - - ------------------ Media Contact: Barbara Abbett (314) 854-5230 Investor Contact: Cole Lannum (314) 854-5370 MALLINCKRODT ANNOUNCES CLOSE OF TENDER OFFER FOR SYNTRO ST. LOUIS, MO, October 30, 1995--Mallinckrodt Group Inc. (NYSE: MKG) announced today that its subsidiary, Mallinckrodt Veterinary, Inc., has accepted shares tendered pursuant to a tender offer for all outstanding shares of common stock of Syntro Corporation (NASDAQ: SYNT). Mallinckrodt Group was advised over the weekend by First Chicago Trust Company of New York, the depositary for the offer, that as of the expiration of the offer at 12:00 midnight (EST), on Friday, October 27, 10,325,610 shares of Syntro common stock (approximately 90.15 percent of the outstanding shares and approximately 81.43 percent of the shares on a fully diluted basis) had been validly tendered and not withdrawn. All conditions to the closing of the purchase of the shares tendered pursuant to the offer have been satisfied. "We are extremely pleased that our tender offer for Syntro is successfully completed," said C. Ray Holman, Mallinckrodt Group chairman, president and chief executive officer. "We look forward to the integration of Syntro's platform of advanced technologies for innovative swine and poultry vaccines with Mallinckrodt Veterinary's technologies and global commercialization capabilities and resources. This will enable us to continue expanding our global position in animal vaccines and also will make exciting new applications available." The tendered shares will be purchased by a Mallinckrodt Veterinary subsidiary. It is expected that such subsidiary will be merged into Syntro, with each share of Syntro not tendered (other than those held by Syntro or its subsidiaries) being converted into the right to receive $3.55 in cash. Syntro Corporation is a Kansas City and San Diego-based biotechnology company engaged in technology research and in the development, manufacture and commercialization of innovative vaccines for the animal health market. Mallinckrodt Group, a St. Louis-based company, provides specialty products to the chemical, medical and animal health markets worldwide through its three technology-based businesses -Mallinckrodt Chemical, Mallinckrodt Medical and Mallinckrodt Veterinary. Mallinckrodt Veterinary, based in the Chicago area, is one of the world's leading animal health and nutrition companies, with approximately 1,000 products sold in more than 100 countries. Products include pharmaceuticals, livestock and pet vaccines, pesticides, surgical supplies and anesthetics. -----END PRIVACY-ENHANCED MESSAGE-----