SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13E-3
Rule 13e-3 Transaction Statement
(Amendment No. 1)
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 (Sec. 240.13e-3) thereunder)
REN Corporation-USA
(Name of the Issuer)
REN Corporation-USA
REN Acquisition Corp.
(Bidder)
COBE Laboratories, Inc.
Gambro AB
Incentive AB
(Name of Person(s) Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
7596561010
(CUSIP Number of Class of Securities)
Mats Wahlstrom Ralph Z. Levy, Jr.
COBE Laboratories, Inc. REN Corporation-USA
1185 Oak Street 6820 Charlotte Pike
Lakewood, Colorado 80215 Nashville, Tennessee 37209
Telephone: (303) 232-6800 Telephone: (615) 353-4200
(Name, Address and Telephone Number of Person(s) Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
With copies to:
Peter D. Lyons, Esq. Scott J. Davis, Esq.
Shearman & Sterling Mayer, Brown & Platt
599 Lexington Avenue 190 South LaSalle Street
New York, New York 10022 Chicago, Illinois 60603-3441
Telephone: (212) 848-4000 Telephone: (312) 782-0600
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. [X] 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: [X]
CALCULATION OF FILING FEE
Transaction Valuation Amount of filing fee
$184,011,639.50* $36,802.33**
* The Transaction Value is calculated by multiplying $20.00, the per share
tender offer price, by 9,544,838, the sum of the number of shares of Common
Stock outstanding not already owned by the Bidder and 629,225, the sum of
the number of shares of Common Stock subject to options and warrants
outstanding as of September 12, 1995 and the number of shares of Common
Stock subject to an employee stock purchase program outstanding as of
September 30, 1995, and backing out the exercise price of the options and
warrants.
** 1/50 of 1% of Transaction Value.
[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: $36,802.33
Form or Registration No: Schedule 14D-1/13D (Amendment No. 11)
Filing Party: Gambro AB, Incentive AB, COBE Laboratories, Inc. and REN
Acquisition Corp.
Date Filed: September 19, 1995
Page 1 of 9 Pages
Exhibit Index is located on Page 9.
INTRODUCTION
This Amendment No. 1 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 filed with the Securities and Exchange Commission (the
"Commission") on September 22, 1995 (as amended the "Schedule 13E-3") is
being filed by REN Acquisition Corp., a Tennessee corporation ("Purchaser"),
COBE Laboratories, Inc., a Colorado corporation ("COBE"), Gambro AB, a
Swedish corporation ("Gambro"), Incentive AB, a Swedish corporation
("Incentive"), and REN Corporation-USA, a Tennessee corporation (the
"Company"), pursuant to Section 13(e) of the Securities Exchange Act of 1934,
as amended, and Rule 13e-3 thereunder in connection with the tender offer by
Purchaser for all the outstanding shares of common stock, no par value (the
"Shares"), of the Company not already beneficially owned by Purchaser or any
of its affiliates, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated September 12, 1995 (the "Offer to Purchase") and
the related Letter of Transmittal (which together constitute the "Offer"),
copies of which were filed as Exhibits (d)(1) and (d)(2), respectively, to
the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the
Commission on September 19, 1995. Purchaser is a direct wholly owned
subsidiary of COBE, COBE is an indirect wholly owned subsidiary of Gambro and
Incentive owns 58% of the voting securities of Gambro.
Page 2 of 9 Pages
Item 17. Material to be Filed as Exhibits.
Item 17 is hereby amended and supplemented as follows:
(b)(4) Presentation of Alex. Brown & Sons Incorporated,
dated September 12, 1995.
Page 3 of 9 Pages
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: September 22, 1995
REN ACQUISITION CORP.
By: /s/ Ralph Z. Levy, Jr.
--------------------------------------
Name: Ralph Z. Levy, Jr.
Title: Vice President
Page 4 of 9 Pages
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: September 22, 1995
COBE LABORATORIES, INC.
By: /s/ Herbert S. Lawson
--------------------------------------
Name: Herbert S. Lawson
Title: Chief Financial Officer
Page 5 of 9 Pages
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: September 22, 1995
GAMBRO AB
By: /s/ Berthold Lindqvist
--------------------------------------
Name: Berthold Lindqvist
Title: President
Page 6 of 9 Pages
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: September 22, 1995
INCENTIVE AB
By: /s/ Mikael Lilius
--------------------------------------
Name: Mikael Lilius
Title: President
Page 7 of 9 Pages
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: September 22, 1995
REN CORPORATION-USA
By: /s/ Lawrence J. Centella
--------------------------------------
Name: Lawrence J. Centella
Title: President and Chief Financial
Officer
Page 8 of 9 Pages
EXHIBIT INDEX
Sequentially
Exhibit Numbered
No. Description Page
------- ----------- --------------
(b)(4) Presenation of Alex. Brown & Sons Incorporated, dated September 12,
1995.
Page 9 of 9 Pages