-----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, Mk7kuwAqiX5mTVZC8aBNHxy7QYPODblnsu3XomyNtPypkAKgmX/oNJNPW8fffw8S 9ENZXP5kM7TkKE2uJ7eIeg== 0000895345-99-000498.txt : 20000211 0000895345-99-000498.hdr.sgml : 20000211 ACCESSION NUMBER: 0000895345-99-000498 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990930 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RECOVERY ENGINEERING INC CENTRAL INDEX KEY: 0000818203 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 411557115 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44835 FILM NUMBER: 99720250 BUSINESS ADDRESS: STREET 1: 9300 NORTH 75TH AVENUE CITY: MINNEAPOLIS STATE: MN ZIP: 55428 BUSINESS PHONE: 6123155500 MAIL ADDRESS: STREET 1: 9300 NORTH 75TH AVENUE CITY: MINNEAPOLIS STATE: MN ZIP: 55428 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RECOVERY ENGINEERING INC CENTRAL INDEX KEY: 0000818203 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 411557115 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-44835 FILM NUMBER: 99720251 BUSINESS ADDRESS: STREET 1: 9300 NORTH 75TH AVENUE CITY: MINNEAPOLIS STATE: MN ZIP: 55428 BUSINESS PHONE: 6123155500 MAIL ADDRESS: STREET 1: 9300 NORTH 75TH AVENUE CITY: MINNEAPOLIS STATE: MN ZIP: 55428 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PROCTER & GAMBLE CO CENTRAL INDEX KEY: 0000080424 STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] IRS NUMBER: 310411980 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE PROCTER & GAMBLE PLZ CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5139831100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PROCTER & GAMBLE CO CENTRAL INDEX KEY: 0000080424 STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] IRS NUMBER: 310411980 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE PROCTER & GAMBLE PLZ CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5139831100 SC 14D1/A 1 ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------- Amendment No. 2 to SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and Statement on SCHEDULE 13D (Amendment No. 1) under the Securities Exchange Act of 1934 ----------------------------------------- RECOVERY ENGINEERING, INC. -------------------------- (Name of Subject Company) THE PROCTER & GAMBLE COMPANY TENZING, INC. ----------------------- (Bidders) Common Stock, $.01 Par Value (Including the associated Rights) --------------------------------- (Title of Class of Securities) 756269 10 6 --------------------------------- (CUSIP Number of Common Stock) Terry L. Overbey The Procter & Gamble Company One Procter & Gamble Plaza Cincinnati, Ohio 45202-3315 (513) 983-1100 with a copy to: Stephen Fraidin (P.C.) Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004-1930 (212) 859-8000 (Name, address and telephone number of person authorized to receive notices and communications on behalf of bidders) ============================================================================== CUSIP No. 756269 10 6 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS THE PROCTER & GAMBLE COMPANY 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION OHIO NUMBER OF 7 SOLE VOTING POWER SHARES 7,930,374 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH - 0 - REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 7,930,374 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,930,374 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 97.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 756269 10 6 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS TENZING, INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION MINNESOTA NUMBER OF 7 SOLE VOTING POWER SHARES 7,930,374 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH - 0 - REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 7,930,374 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,930,374 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 97.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. This Amendment No. 2 to the Schedule 14D-1 filed on September 1, 1999, as thereafter amended, and this Amendment No. 1 to the Schedule 13D filed on September 3, 1999, relate to the tender offer by Tenzing, Inc., a Minnesota corporation, and a direct wholly owned subsidiary of The Procter & Gamble Company, an Ohio corporation, to purchase all the outstanding shares of common stock, par value $0.01 per share (the "Shares"), including the associated stock purchase rights issued pursuant to the Rights Agreement, dated as of January 30, 1996, as amended, between the Company and Norwest Bank Minnesota, N.A., as Rights Agent, of Recovery Engineering, Inc., a Minnesota corporation, at a purchase price of $35.25 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 1, 1999 and in the related Letter of Transmittal. This is the final amendment to the Schedule 14D-1 required by General Instruction D to such Schedule. The tender offer terminated at 12:00 midnight, New York City time, on Wednesday, September 29, 1999. A total of approximately 7,930,374 Shares were properly tendered and not withdrawn as of the termination of the tender offer (including 151,087 Shares tendered by notice of guaranteed delivery). This represented approximately 97.7% of the issued and outstanding Shares of the Company. Item 11. Material to be filed as Exhibits Item 11 is hereby amended to add the following exhibit: (a)(11) Press Release, as issued by Parent on September 30, 1999. SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this amendment is true, complete and correct. September 30, 1999 THE PROCTER & GAMBLE COMPANY By: /s/ Clayton C. Daley, Jr. ----------------------------------- Name: Clayton C. Daley, Jr. Title: Chief Financial Officer TENZING, INC. By: /s/ Clayton C. Daley, Jr. ----------------------------------- Name: Clayton C. Daley, Jr. Title: Chief Financial Officer EX-99.(A)(11) 2 EXHIBIT 99.(a)(11) [Press Release] For Immediate Release: September 30, 1999 THE PROCTER & GAMBLE COMPANY SUCCESSFULLY COMPLETES TENDER OFFER FOR RECOVERY ENGINEERING, INC. The Procter & Gamble Company ("Procter & Gamble") announced today the successful completion of its tender offer for all the outstanding shares of common stock, and associated stock purchase rights (collectively, the "Shares"), of Recovery Engineering, Inc. ("Recovery Engineering") (NASDAQ:REIN). The Offer had expired at 12:00 midnight, New York City time, on Wednesday, September 29, 1999, by which time approximately 7,930,374 Shares had been tendered (including 151,087 Shares tendered by notice of guaranteed delivery). This represented more than 97.7 percent of the outstanding Shares of Recovery Engineering. Procter & Gamble will accept for payment all the Shares tendered at the tender offer price of $35.25 per share. Procter & Gamble markets more than 300 brands to nearly five billion people in more than 140 countries. These brands include Tide, Crest, Pantene Pro-V, Pampers, Pepto-Bismol and Safeguard. P&G has on-the-ground operations in 70 countries and employs more than 110,000 people. For fiscal 1998-99, P&G's sales were $38 billion. Recovery Engineering, Inc. is a Minnesota corporation that designs, manufactures and markets proprietary small-scale drinking water systems under the PUR(R) brand name for the household, recreational and military markets. These products include a line of self-monitoring water filters for household use, a rugged line of portable drinking water systems for outdoor enthusiasts and international travelers and a line of low-energy, reverse osmosis desalinators for offshore marine, commercial life raft and military use. Contact: The Procter & Gamble Company Don Tassone 513/945-8170 Recovery Engineering, Inc. Brian Sullivan, Chairman and CEO Charles F. Karpinske, Chief Financial Officer 612/315-5548 -----END PRIVACY-ENHANCED MESSAGE-----