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Previous: PRICE T ROWE INTERNATIONAL FUNDS INC, N-30D, 2000-12-08 |
Next: KONINKLIJKE PHILIPS ELECTRONICS NV, SC TO-T/A, EX-99.(A)(11), 2000-12-08 |
As filed with the Securities and Exchange Commission on December 8, 2000
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 5)
ADAC Laboratories
(Name of Subject Company (Issuer))
Philips Medical Acquisition Corporation
a Wholly Owned Subsidiary of
Philips Holding USA Inc.
a Wholly Owned Subsidiary of
Koninklijke Philips Electronics N.V.
(Names of Filing Persons)
COMMON STOCK,
NO PAR VALUE
(Title of Class of Securities)
005313200
(CUSIP Number of Class of Securities)
William E. Curran
President
Philips Holding USA Inc.
1251 Avenue of the Americas
New York, New York 10020
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
with a copy to:
Matthew G. Hurd
Sullivan & Cromwell
125 Broad Street
New York, New York 10004-2498
(212) 558-4000
| CALCULATION OF FILING FEE | |
|---|---|
| Transaction valuation (1) | Amount of filing fee(2) |
| $489,852,842 | $97,971 |
(1) Based on the offer to purchase all of the outstanding shares of common stock of ADAC Laboratories together with the associated rights to purchase Series A Junior Participating Preferred Stock at a purchase price of $18.50 cash per share, 21,136,116 shares outstanding and outstanding options with respect to 5,342,416 shares, in each case as of November 12, 2000.
(2) 1% of 1/50th of the transaction valuation.
[X] Check the box if any
part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing
with which the offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its
filing.
Amount Previously Paid: $97,971
Form or Registration No.:
005-32403
Filing Party: Koninklijke Philips Electronics N.V.
Date Filed:
November 14, 2000
[_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender
offer subject to Rule 14d-1.
[_] issuer tender offer
subject to Rule 13e-4.
[_] going-private
transaction subject to Rule 13e-3.
[_] amendment to Schedule
13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: [_]
This Amendment No. 5 ("Amendment No. 5") to Schedule TO amends and supplements the Schedule TO filed with the Securities and Exchange Commission ("SEC") on November 14, 2000 (the "Original Schedule TO"), as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 to the Original Schedule TO (collectively, the "Schedule TO"), by Koninklijke Philips Electronics N.V., Philips Holding USA Inc. and Philips Medical Acquisition Corporation ("Merger Sub") relating to the tender offer (the "Offer") commenced by Merger Sub, on November 14, 2000 to purchase all of the outstanding shares of common stock, no par value, of ADAC Laboratories ("ADAC") together with the associated rights to purchase series A junior participating preferred stock of ADAC, at a price of $18.50 per share, net to the sellers in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 14, 2000, and the related Letter of Transmittal.
The information in the Schedule TO is hereby expressly incorporated herein by reference in response to all the items of this Amendment No. 5, except as otherwise set forth below. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Original Schedule TO.
1
Item 12. Exhibits.
The following is attached as an exhibit to this Schedule TO:
99(a)(11) Text of Press release issued by Royal Philips and ADAC Laboratories on December 8, 2000.
2
SIGNATURE
After due inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: December 8, 2000
| PHILIPS MEDICAL ACQUISITION CORPORATION By: /s/ Belinda W. Chew Name: Belinda W. Chew Title: Vice President |
|
| PHILIPS HOLDING USA INC. By: /s/ Belinda W. Chew Name: Belinda W. Chew Title: Senior Vice President |
|
| KONINKLIJKE PHILIPS ELECTRONICS N.V. By: /s/ Cor Boonstra Name: Cor Boonstra Title: President, Chairman of the Board of Management and the Group Management Committee |
|
| By: /s/ Jan H.M. Hommen Name: Jan H.M. Hommen Title: Executive Vice-President, Chief Financial Officer, Member of the Board of Management and the Group Management Committee |
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
99(a)(11) Text of Press release issued by Royal Philips and ADAC Laboratories on December 8, 2000.
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