================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
SCHEDULE 14D-1/A
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
-------------------
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)
-------------------
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
================================================================================
<PAGE>
This Amendment No. 2 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 (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"). 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.
Item 10 of the Schedule 14D-1 is hereby amended as follows:
The third paragraph immediately following the Selected Consolidated
Financial Information chart in Section 8 of the Schedule 14D-1 is amended by
deleting the words "the Company," in the fourth sentence thereof.
On August 31, 1998, Royal Philips issued a press release announcing
that the Expiration Date of the Offer, which was scheduled for 12:00 Midnight,
New York City time, on Monday, August 31, 1998, has been extended to 12:00
Midnight, New York City time, on Monday, September 21, 1998, unless the Offer is
further extended. A copy of the press release is filed herewith as Exhibit
(a)(9) and is incorporated by reference herein.
Item 11. Material to be filed as Exhibits.
Exhibit No. Description
- ----------- -----------
(a)(9) Press release issued by Royal Philips on Monday,
August 31, 1998.
<PAGE>
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: August 31, 1998 KONINKLIJKE PHILIPS ELECTRONICS N.V.
By: /s/ Guido R. C. Dierick
--------------------------------
Name: Guido R.C. Dierick
Title: Director and Deputy Secretary
PHILIPS ELECTRONICS NORTH AMERICA
CORPORATION
By: /s/ William E. Curran
--------------------------------
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
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
(a)(9) Press Release dated August 31, 1998.
Exhibit No. (a)(9)
FOR IMMEDIATE RELEASE
MONDAY, AUGUST 31, 1998
PHILIPS EXTENDS TENDER OFFER FOR ATL ULTRASOUND STOCK
TO SEPTEMBER 21, 1998
Royal Philips Electronics of The Netherlands (AEX: PHI, NYSE:PHG) ("Philips"),
today announced that Philips Acquisition, Inc., a wholly owned indirect
subsidiary, has extended its tender offer for all of the outstanding shares of
common stock of ATL Ultrasound, Inc. (NASDAQ/NM:ATLI) ("ATL"), including the
associated rights to purchase Series A Participating Cumulative Preferred Stock
(together with the common stock, the "Shares"). The tender offer, scheduled to
expire at 12:00 midnight, EDT, on Monday, August 31, 1998, is now scheduled to
expire at 12:00 midnight, EDT, on Monday, September 21, 1998, unless further
extended. As of 5:00 p.m. EDT on Friday, August 28, 1998, approximately
5,133,666 Shares representing approximately 35% of the total outstanding Shares
had been validly tendered and not withdrawn pursuant to the tender offer.
The Expiration Date was extended in order to permit expiration or termination of
the waiting periods under German and Austrian competition laws. Clearance of the
transaction by the German antitrust authorities is currently expected on or
about September 19, 1998. Clearance of the transaction by the Austrian antitrust
authorities is currently expected in late September or early October. The United
States clearance for the merger under the Hart Scott Rodino Act was received by
ATL on August 7, 1998.
Philips Media Relations:
Ben Geerts, 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
<PAGE>
Exhibit No. (a)(9)
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 264,700 employees in more than 60
countries are active in the areas of semiconductors and components, consumer
products, professional products and systems, lighting, and software and
services. Philips is quoted on the NYSE, London, Frankfurt, Amsterdam and other
stock exchanges.
News from Philips is located at www.news.philips.com
