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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
SCHEDULE 14D-1/A
__________________________
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
_________________________
MEDISENSE, INC.
(NAME OF SUBJECT COMPANY)
AAC ACQUISITION, INC.,
a wholly owned subsidiary of
ABBOTT LABORATORIES
(BIDDERS)
Common Stock and
Class B Common Stock
(TITLE OF CLASS OF SECURITIES)
584960108
(CUSIP NUMBER OF CLASS OF SECURITIES)
Jose M. de Lasa
Senior Vice President, Secretary
and General Counsel
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-3500
(847) 937-6100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON
BEHALF OF BIDDER)
Copy to:
Robert A. Helman
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, IL 60603
(312) 782-0600
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 dated April 4, 1996 (the "Schedule 14D-1") of Abbott
Laboratories, an Illinois corporation ("Parent") and AAC Acquisition, Inc., a
Massachusetts corporation and wholly-owned subsidiary of Parent (the
"Purchaser"), filed in connection with the Purchaser's offer to purchase any and
all shares of the common stock, $.01 par value per share (the "Common Stock")
and Class B common stock, $.01 par value per share (the "Class B Common Stock"
and together with the Common Stock, the "Shares") of MediSense, Inc., a
Massachusetts corporation (the "Company") upon the terms and subject to the
conditions set forth in the Schedule 14D-1. Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to those terms in the
Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
On April 11, 1996, Parent issued the press release attached hereto as
Exhibit (a)(10). The full text of the press release is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(10) Press Release dated April 11, 1996.
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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: April 16, 1996
AAC ACQUISITION, INC.
/s/ Gary P. Coughlan
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Name: Gary P. Coughlan
Title: Vice President and Treasurer
ABBOTT LABORATORIES
/s/ Gary P. Coughlan
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Name: Gary P. Coughlan
Title: Senior Vice President, Finance
and Chief Financial Officer
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FOR IMMEDIATE RELEASE
Media:
Rick Moser, Abbott
(847) 938-8943
Financial Community:
Patricia Bergeron, Abbott
(847) 938-5633
ABBOTT LABORATORIES ACQUISITION OF MEDISENSE, INC.
RECEIVES ANTITRUST CLEARANCE
ABBOTT PARK, Ill., April 11, 1996 -- Abbott Laboratories (NYSE: ABT)
announced today that it received early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act applicable to Abbott's pending
acquisition of MediSense, Inc. The termination of the Hart-Scott-Rodino waiting
period satisfies one the principal conditions to the pending acquisition.
The two companies announced on March 29 that they had signed a definitive
agreement through which Abbott will acquire MediSense, the biosensor technology
leader in blood glucose self-testing systems for people with diabetes. Abbott
commenced a cash tender offer on April 4, 1996, for all outstanding shares of
MediSense common stock at a price of $45 per share. The tender offer is
scheduled to expire at midnight, May 1, 1996, subject to customary closing
conditions.
Following the tender offer, MediSense will be merged with a wholly owned
subsidiary of Abbott Laboratories, and each
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remaining MediSense shareholder will receive $45 per share in exchange for each
MediSense share held.
Abbott Laboratories is a worldwide manufacturer of health care products,
employing 50,000 people. In 1995, the company's sales and net earnings were
$10.0 billion and $1.7 billion, respectively, with earnings per share of $2.12.
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