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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(AMENDMENT NO. 5)
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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ATL ULTRASOUND, INC.
(Name of Subject Company)
KONINKLIJKE PHILIPS ELECTRONICS N.V.
(ROYAL PHILIPS ELECTRONICS)
PHILIPS ELECTRONICS
NORTH AMERICA CORPORATION
PHILIPS ACQUISITION, INC.
(Bidder)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE SERIES A
PARTICIPATING CUMULATIVE PREFERRED STOCK)
(Title of Class of Securities)
00207N100
(CUSIP Number of Class of Securities)
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SAMUEL J. ROZEL
COMPANY SECRETARY
1251 AVENUE OF THE AMERICAS
20TH FLOOR
NEW YORK, NEW YORK 10020
212-536-0500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
COPY TO:
NEIL T. ANDERSON, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
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CUSIP NO. 00207N100 SCHEDULE 14D-1
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Koninklijke Philips Electronics N.V. (Royal Philips Electronics)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC; OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,925,058 shares of common stock, par value $0.01 per share, including
the associated rights to purchase Series A Participating Cumulative
Preferred Stock
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES
[ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 93.8%
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10. TYPE OF REPORTING PERSON
CO
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CUSIP NO. 00207N100 SCHEDULE 14D-1
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Philips Electronics North America Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,925,058 shares of common stock, par value $0.01 per share, including
the associated rights to purchase Series A Participating Cumulative
Preferred Stock
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES
[ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 93.8%
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10. TYPE OF REPORTING PERSON
CO
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CUSIP NO. 00207N100 SCHEDULE 14D-1
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Philips Acquisition, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,925,058 shares of common stock, par value $0.01 per share, including
the associated rights to purchase Series A Participating Cumulative
Preferred Stock
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES
[ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 93.8%
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10. TYPE OF REPORTING PERSON
CO
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This Amendment is filed to supplement and amend the information set
forth in the Tender Offer Statement on Schedule 14D-1 filed by Koninklijke
Philips Electronics N.V., a company incorporated under the laws of The
Netherlands ("Royal Philips"), Philips Electronics North America Corporation, a
Delaware corporation ("Parent"), and Philips Acquisition, Inc., a Washington
corporation ("Merger Sub"), on August 4, 1998, as amended by Amendment No. 1 to
such Schedule filed with the SEC on August 12, 1998, Amendment No. 2 to such
Schedule filed with the SEC on August 31, 1998, Amendment No. 3 to such Schedule
filed with the SEC on September 18, 1998 and Amendment No. 4 to such Schedule
filed with the SEC on September 25, 1998 (as so amended, the "Schedule 14D-1"),
with respect to shares of Common Stock, par value $.01 per share (the "Common
Stock"), of ATL Ultrasound, Inc., a Washington corporation, including the
associated rights to purchase Series A Participating Cumulative Preferred Stock
(the "Rights" and, together with the Common Stock, the "Shares") and constitutes
the final amendment to the Schedule 14D-1. Unless otherwise indicated, the
capitalized terms used herein shall have the meanings specified in the Schedule
14D-1, including the Offer to Purchase filed as Exhibit (a)(1) thereto.
Item 6. Interest in Securities of the Subject Company.
On September 29, 1998, Royal Philips announced that Merger Sub accepted
for payment all of the 13,925,058 Shares which were validly tendered pursuant to
the Offer and not withdrawn prior to the expiration of the Offer, including
357,968 Shares tendered pursuant to Notices of Guaranteed Delivery.
Item 11. Material to be filed as Exhibits.
Exhibit No. Description
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(a)(12) Press release issued by Royal Philips on September 29, 1998
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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.
Dated: September 29, 1998 KONINKLIJKE PHILIPS ELECTRONICS N.V.
By: /s/ GUIDO R. C. DIERICK
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Name: Guido R.C. Dierick
Title: Director and Deputy Secretary
PHILIPS ELECTRONICS NORTH AMERICA
CORPORATION
By: /s/ WILLIAM E. CURRAN
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Name: William E. Curran
Title: Senior Vice President and Chief
Financial Officer
PHILIPS ACQUISITION, INC.
By: /s/ WILLIAM E. CURRAN
--------------------------------
Name: William E. Curran
Title: President
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INDEX TO EXHIBITS
Exhibit No. Description
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(a)(12) Press Release dated September 29, 1998.
Exhibit No. (a)(12)
AMSTERDAM, SEPTEMBER 29, 1998
PHILIPS CLOSES TENDER OFFER FOR ATL SHARES
OVER 90% ATL SHARES RECEIVED
Royal Philips Electronics of the Netherlands (AEX:PHI, NYSE:PHG) and ATL
Ultrasound (NASDAQ:ATLI) of the United States announced today that Philips has
closed its tender offer for ATL shares by accepting the tender of approximately
14 million shares, or 94% of all outstanding ATL shares. Under the terms of the
merger agreement announced by both companies on July 29, 1998, ATL will become
part of Philips and an affiliate of Philips Medical Systems. The transaction is
valued at approximately $800 million, or $50.50 per ATL share.
Philips Acquisition, Inc., a wholly owned subsidiary of Philips, accepted for
payment all ATL shares validly tendered and not withdrawn prior to the
expiration of the offer, including approximately 357,300 shares tendered
pursuant to notices of guaranteed delivery. The tender offer expired at midnight
EDT on Monday, September 28, 1998. Philips will complete its acquisition of ATL
by means of a merger of ATL with Philips Acquisition, Inc., in which the
remaining ATL shares will be converted into the right to receive $50.50 per
share in cash. The merger is expected to be completed by Friday, October 2,
1998.
"We welcome ATL as our worldwide headquarters for Philips' ultrasound business,"
said Hans (J.M.) Barella, Chairman and CEO of Philips Medical Systems. "We can
now offer our customers a complete range of state-of-the-art imaging modalities
and services. ATL is the undisputed technology and market leader in all-digital
ultrasound and holds a commanding share of the worldwide installed base of
all-digital systems. We acquired ATL for its excellence and success and we are
committed to ATL retaining its well-established identity within the Philips
organization. ATL will continue to be fully responsible for its business and its
products."
"This begins a new era for ATL," said Dennis C. Fill, ATL Chairman and CEO. "The
dedication and talent of ATL employees has increased this company's annual
revenues from approximately
<PAGE>
Exhibit No. (a)(12)
$150 million to $450 million during its 12 year history as a public company. Our
success has come from challenging and expanding the diagnostic realm of medical
ultrasound. With the Philips merger, we join with a global leader in diagnostic
imaging and gain additional resources from which to further our goals and better
serve customers."
FOR FURTHER INFORMATION, PLEASE CONTACT:
Jeremy Cohen, Philips Media Relations, tel. +31 20 5977213
Anne Bugge, ATL Corporate and Investor Relations, tel. 1 (425) 487-7081
ATL began as a marine electronics company in 1967. Through a technology transfer
from the University of Washington, ATL introduced its first medical ultrasound
system in 1975. ATL became the first company to introduce all-digital medical
ultrasound system in 1987. Since that time, ATL has maintained an important
competitive lead in digital broadband ultrasound technology and is now in its
fifth generation of all-digital technology. The company's technology leadership
has led to its selection by NASA for the International Space Station and the
first and only U.S. FDA approval for the use of ultrasound in the
differentiation of benign from malignant breast tumors, thereby reducing the
need to perform biopsy.
ATL, with headquarters near Seattle, Washington USA, is a worldwide leader in
the development, manufacture, distribution and service of diagnostic medical
ultrasound systems. With approximately 50% of revenues coming from international
markets, the company serves customers in over 100 countries through 15
subsidiaries and an extensive distributor network. Press releases and other
corporate information are available on ATL's Web site at http://www.atl.com.
Press releases are also available on PR Newswire's Company News-On-Call at
http://www.prnewswire.com.
Philips Medical Systems is a leading supplier of diagnostic leading imaging
systems and related services worldwide, employing 9,000 people in more than 100
countries. Philips' products are backed by a worldwide network of research and
development and sales and service organizations. Philips Medical Systems is part
of Royal Philips Electronics of the Netherlands.
Royal Philips Electronics of the Netherlands is one of the world's biggest
electronic companies, with sales of over US $ 39 billion in 1997. It is a global
leader in color television sets, lighting, home telephony products, electric
shavers and recorded music (PolyGram). Its 255,000 employees in more than 60
countries are active in the areas of
<PAGE>
Exhibit No. (a)(12)
lighting, consumer products, components, semiconductors and professional.
Philips is quoted on the NYSE, London, Frankfurt, Amsterdam and other stock
exchanges. News from Philips is located at www.news.philips.com.
