-----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, WBP9KUswWt8pV386uPmBHFCRYDR4CreBU1ph5wfjH5SIkA3GtdN2WNp6yyVxdKC1 /BK7gUA98V8WQwDaVfWwbA== 0000914233-99-000054.txt : 19990809 0000914233-99-000054.hdr.sgml : 19990809 ACCESSION NUMBER: 0000914233-99-000054 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990802 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UTAH MEDICAL PRODUCTS INC CENTRAL INDEX KEY: 0000706698 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 870342734 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-34115 FILM NUMBER: 99676179 BUSINESS ADDRESS: STREET 1: 7043 S 300 WEST CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 8015661200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UTAH MEDICAL PRODUCTS INC CENTRAL INDEX KEY: 0000706698 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 870342734 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 7043 S 300 WEST CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 8015661200 SC 13E4/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-4 (Amendment No. 3) (Final Amendment) ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) UTAH MEDICAL PRODUCTS, INC. (Exact name of Registrant as specified in its charter) UTAH MEDICAL PRODUCTS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) 917488108 (Cusip Number of Class of Securities) KEVIN L. CORNWELL CHAIRMAN AND CHIEF EXECUTIVE OFFICER UTAH MEDICAL PRODUCTS, INC. 7043 SOUTH 300 WEST MIDVALE, UTAH 84047 (801-566-1200) 1 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of the Person(s) Filing Statement) June 1, 1999 (Date Tender Offer First Published, Sent or Given to Security Holders This Amendment No. 3 (the "Amendment") to the Issuer Tender Offer Statement on Schedule 13E-4, dated June 1, 1999 (the "Schedule") relates to the offer by Utah Medical Products, Inc. (the "Company " or "UM") to purchase up to 1,000,000 shares (or such lesser number of shares as are validly tendered and not withdrawn) of its common stock, par value $.01 per share (such shares, together with the associated common stock purchase rights issued pursuant to the Rights Agreement, dated as of October 28, 1994, between UM and Registrar and Transfer Company as Rights Agent, are hereinafter referred to as the "Shares"), at a price of $8.00 per Share in cash upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 1, 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. The Amendment is intended to satisfy the reporting requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and constitutes the final amendment to the Schedule in accordance with Rule 13e-4(c)(3) under the Exchange Act and General Instructions D to Section 13E-4. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER See Item 8. 2 ITEM 8. ADDITIONAL INFORMATION Items 4 and 8(e) of the Schedule are hereby amended and supplemented to add the following information: The Offer expired at 5:00 p.m., New York City time, on Friday, July 23, 1999. In accordance with the terms of the Offer, UM accepted for purchase 1,150,000 Shares. The final proration factor for the Offer is 90.0%. Odd Lot Shares of 2,631 were purchased prior to proration. The Offer was oversubscribed, with 1,271,422 Shares properly tendered and not properly withdrawn pursuant to the Offer. In addition to the 1,000,000 Shares subject to the Offer, UM exercised its options to purchase an additional 150,000 Shares, representing not more than 2% of its outstanding Shares, and accepted all Shares duly tendered by any stockholder who tendered all Shares owned beneficially and who, as a result of proration, would then own beneficially an aggregate of fewer than 100 shares. The number of such Shares is not now known, but is expected to be less than 20,000 Shares. The approximately 1,150,000 Shares purchased pursuant to the Offer represented about 15.1% of the outstanding Shares immediately prior to the Offer. Following the purchase of the Shares tendered, the Company will have approximately 6,500,000 Shares outstanding. Payment for the Shares accepted, and the return of all other Shares tendered, is expected to be completed prior to August 6, 1999. On July 26, 1999, the Company issued a press release announcing the preliminary results of the Offer. Copies of the press release issued by UM are attached hereto as Exhibits (a)(12) ITEM 9. MATERIAL TO BE FILED AS EXHIBITS Item 9 of the Schedule is hereby amended and supplemented to add Exhibit (a)(12). (a)(12) Form of Press Release issued by the Company dated July 26, 1999. 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. 1 to Schedule 13E-4 is true, complete and correct. UTAH MEDICAL PRODUCTS, INC. By: /s/ KEVIN L. CORNWELL Name: Kevin L. Cornwell Title: Chairman and Chief Executive Officer Dated: July 29, 1999 EXHIBIT INDEX ------------- Exhibit # Description -------------- ---------------------- (a) (12) Form of Press Release dated July 26, 1999. 4 EXHIBIT (a)(10) -------------------------- UTAH MEDICAL PRODUCTS, INC. Corporate Headquarters 7043 South 300 West Midvale, Utah 84047 Telephone: 801-566-1200 FAX: 801-566-2062 NYSE Symbol: UM PRESS RELEASE Utah Medical Products, Inc. Announces Results of Tender Offer Contact: Paul Richins July 26, 1999 (801) 566-1200 Salt Lake City, Utah - UM's Tender Offer for 1,000,000 of its Shares at $8.00 per share, initially announced on May 26, expired at 5:00 p.m. Eastern Time Friday July 23. According to preliminary results tabulated by Registrar and Transfer Company, the Depositary for the Offer, which need final verification, shareholders tendered 1,271,000 shares. In accordance with the applicable regulations of the SEC, which allow the Company to purchase pursuant to the Offer an additional amount of shares not to exceed 2% of UM's outstanding shares, UM will purchase 100% of the odd lots and 90% of all other shares tendered, or about 1,150,000 total shares. UM estimates that proceeds will be distributed to selling shareholders by the Depositary in about two weeks' time. 5 After the Offer, UM's outstanding shares will number approximately 6,450,000. Shareholders who did not tender their shares now own 18% more of UM than they did before the Offer expired. Management hopes that UM's consistently improving performance together with the share repurchases will generate more interest from investors looking for excellent stock values. Utah Medical Products, Inc., with particular interest in healthcare for women and their babies, develops, manufactures, assembles and markets a broad range of disposable and reusable specialty medical devices designed for better health outcomes for patients and their care-providers. 6 -----END PRIVACY-ENHANCED MESSAGE-----