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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(AMENDMENT NO. 4)
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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This Amendment No. 4 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 Securities and Exchange Commission (the "SEC") on
August 12, 1998, Amendment No. 2 to such Schedule filed with the SEC on August
31, 1998 and Amendment No. 3 to such Schedule filed with the SEC on September
18, 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 (the "Company"), including the associated rights to
purchase Series A Participating Cumulative Preferred Stock (the "Rights" and,
together with the Common Stock, the "Shares"). 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 10. Additional Information.
On September 24, 1998, Royal Philips issued a press release announcing
that the remaining necessary regulatory approvals for Philips' acquisition of
the Company had been obtained and that the Expiration Date of the Offer, which
was scheduled for 5:00 p.m., New York City time, on Monday, September 28, 1998,
has been extended to 12:00 Midnight, New York City time, on Monday, September
28, 1998, unless the Offer is further extended. A copy of the press release is
filed herewith as Exhibit (a)(11) and is incorporated by reference herein.
Item 11. Material to be filed as Exhibits.
Exhibit No. Description
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(a)(11) Press release issued by Royal Philips on Thursday,
September 24, 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 25, 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
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Name: William E. Curran
Title: President
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INDEX TO EXHIBITS
Exhibit No. Description
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(a)(11) Press Release dated September 24, 1998.
Exhibit No. (a)(11)
AMSTERDAM, SEPTEMBER 24, 1998
PHILIPS ACQUISITION OF ATL ULTRASOUND GAINS REMAINING REGULATORY
APPROVALS
Royal Philips Electronics of The Netherlands (AEX: PHI, NYSE:PHG) and ATL
Ultrasound (NASDAQ:ATLI) announce that the remaining necessary regulatory
approvals for Philips' acquisition of ATL Ultrasound were today received from
the German and Austrian competition authorities. United States clearance for the
merger under the Hart Scott Rodino Act was received on August 7, 1998. No
further regulatory approvals are necessary.
Philips' tender offer for all of the outstanding shares of ATL, scheduled to
expire at 5:00 p.m. EDT, on Monday, September 28, 1998, will be extended to
midnight EDT, on Monday, September 28, 1998, to accommodate west coast investors
in the United States. As of 5:00 p.m. EDT, on September 23, 1998, approximately
8.5 million Shares, representing approximately 57 per cent of the total
outstanding shares have been validly tendered and not withdrawn pursuant to the
tender offer.
Philips Media Relations:
Jeremy Cohen
tel. +31 20 5977213
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.
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Exhibit No. (a)(11)
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 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.
