Neutral Posture Ergonomics Inc, et al. – ‘SC 13E3/A’ on 4/30/01 re: Neutral Posture Ergonomics Inc

On:  Monday, 4/30/01, at 3:54pm ET   ·   Accession #:  950134-1-500933   ·   File #:  5-52651

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Amendment to Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Amendment No. 2 to Schedule 13E3                       4     19K 

Document Table of Contents

SC 13E3/A
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AMENDMENT NO. 2 TO
SCHEDULE 13E-3
(RULE 13e-100)

 Transaction Statement Under Section 13(e) of the Securities
Exchange Act of 1934 and Rule 13e-3 Thereunder

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934

NEUTRAL POSTURE ERGONOMICS, INC.
(Name of the Issuer)

 NEUTRAL POSTURE ERGONOMICS, INC., NEUTRAL POSTURE ERGONOMICS MERGER CO., INC.
 REBECCA E. BOENIGK, JAYE E. CONGLETON, THOMAS G. PETERSON, DAVID W. EBNER
GREGORY A. KATT AND MARK E. BENDEN
(Name of Person(s) Filing Statement)

 COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

 64125E-10-5
 (CUSIP Number of Class of Securities)

 REBECCA BOENIGK
 CHIEF EXECUTIVE OFFICER
NEUTRAL POSTURE ERGONOMICSMERGER CO., INC.
3904 N. TEXAS AVENUE
BRYAN, TEXAS 77803
TELEPHONE (979) 778-0502
(Name, Address and Telephone Number of Persons Authorized to Receive
 Notices and Communications on Behalf of Person(s) Filing Statement)

Copies to:

        GREGORY R. SAMUEL, ESQ.                   LARRY SCHOENBRUN, ESQ.
          HAYNES AND BOONE, LLP                   GARDERE WYNNE SEWELL LLP
         901 MAIN STREET, SUITE 3100               1601 ELM STREET, SUITE 3000
       DALLAS, TEXAS 75202-3789                    DALLAS, TEXAS 75201
         (214) 651-5000                           (214) 999-4703

         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) [ ] 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: [ ]           

SC 13E3/A
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INTRODUCTION

       This Amendment No. 2 to Schedule 13E-3 (the "Final Amendment") amends
and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed    
with the SEC by the Company, Mergerco, Rebecca E. Boenigk, Jaye E. Congleton,   
Thomas G. Peterson, David W. Ebner, Gregory A. Katt and Mark E. Benden on       
February 14, 2001, as amended by Amendment No. 1 thereto filed on March 30,     
2001, in connection with a proposed merger of the Company with and into Mergerco
pursuant to the Merger Agreement.                                               

      This Final Amendment is being filed, pursuant to Rule 13e-3(d)(3) to
report the results of the transaction that is the subject of this Statement.    
Capitalized terms used herein not otherwise defined shall have the meanings     
ascribed to such terms in this Statement. Except as expressly set forth in this 
Final Amendment, all information in this Statement remains unchanged.           

ITEM 5.  PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.              

        The information set forth in Item 5 of the Statement is hereby amended
and supplemented as follows:                                                    

  At a Special Meeting of Shareholders held on April 27, 2001, the
shareholders of the Company voted to adopt the Merger Agreement. The Merger     
Agreement was adopted by holders of at least two-thirds of the Company's        
outstanding shares of common stock entitled to vote at the Special Meeting, as  
required by law and by the Company's articles of incorporation and bylaws. The  
transactions with respect to the merger described in this Statement were        
consummated on April 27, 2001. The Company filed Articles of Merger with the    
Secretary of State of the State of Texas on April 27, 2001, and, as a result,   
the Merger became effective as of such date (the "Effective Time"). The separate
existence of the Company ceased as of the Effective Time. Each share of common  
stock of the Company that was issued and outstanding immediately prior to the   
Effective Time (other than shares held by the Buyers Group and shareholders     
exercising dissenters' rights) was converted into the right to receive $2.27, in
accordance with the Merger Agreement. Each share of common stock of the Company 
that was held by a member of the Buyer Group was exchanged for one share of     
common stock of Mergerco.                                                       

ITEM 6.  PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.                    

        The information set forth in Item 6 of the Statement is hereby amended
and supplemented as follows:                                                    

    The merger was consummated on April 27, 2001. The Company filed on
April 30, 2001, a certification on Form 15 pursuant to Rule 12g-4 to provide    
notice of termination of the registration of the common stock of the Company    
under the Securities Exchange Act of 1934, as amended, and to suspend all       
reporting requirements thereunder.                                              

ITEM 11.   INTEREST IN SECURITIES OF THE SUBJECT COMPANY.                       

         The information set forth in Item 11 of the Statement is hereby amended
and supplemented as follows:                                                    

As a result of the merger and the transactions consummated in 
connection therewith, the Buyer Group owns 100% of the outstanding capital stock
of Mergerco (as the surviving corporation).                                     

SC 13E3/A
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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. 

                                NEUTRAL POSTURE ERGONOMICS, INC.

                          By: /s/ REBECCA E. BOENIGK
                                   -----------------------------
                          Name:   Rebecca E. Boenigk
                               Title:  Chief Executive Officer

                      Dated:  April 27, 2001

                          NEUTRAL POSTURE ERGONOMICS
                MERGER CO., INC.

                              By:     /s/ REBECCA E. BOENIGK
                                   -----------------------------
                          Name:   Rebecca E. Boenigk
                               Title:  Chief Executive Officer

                      Dated:  April 27, 2001

                  REBECCA E. BOENIGK

                                      /s/ REBECCA E. BOENIGK
                                --------------------------------

                      Dated:  April 27, 2001

                 JAYE E. CONGLETON

                                     /s/ JAYE E. CONGLETON
                                --------------------------------

                      Dated:  April 27, 2001

SC 13E3/A
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                  THOMAS E. PETERSON

                                      /s/ THOMAS E. PETERSON
                                --------------------------------

                      Dated:  April 27, 2001

              DAVID W. EBNER

                                  /s/ DAVID W. EBNER
                                --------------------------------

                      Dated:  April 27, 2001

               GREGORY A. KATT

                                   /s/ GREGORY A. KATT
                                --------------------------------

                      Dated:  April 27, 2001

              MARK E. BENDEN

                                  /s/ MARK E. BENDEN
                                --------------------------------

                      Dated:  April 27, 2001

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3/A’ Filing		Date		First		Last			Other Filings
Filed on:		4/30/01		2					15-12G
		4/27/01		2		4
		3/30/01		2					DEFM14A,  SC 13E3/A
		2/14/01		2					10QSB,  PREM14A,  SC 13E3
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