AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 2000
AMENDMENT NO. 2 TO
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
MEDQUIST INC.
(NAME OF SUBJECT COMPANY)
KONINKLIJKE PHILIPS ELECTRONICS N.V.
(NAME OF FILING PERSONS)
COMMON STOCK,
NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
584949101
(CUSIP NUMBER OF CLASS OF SECURITIES)
ERIC COUTINHO
DIRECTOR AND DEPUTY SECRETARY
KONINKLIJKE PHILIPS ELECTRONICS N.V.
LEGAL DEPARTMENT
5600 JB EINDHOVEN
THE NETHERLANDS
31 20 597 7235
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
with a copy to:
STEPHEN M. KOTRAN, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004-2498
(212) 558-4000
--------------------------------------------------------------------------------
<PAGE>
|_| 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: |X|
ITEMS 1 - 11.
N/A
ITEM 12. EXHIBITS
Text of Press Release issued by Royal Philips and MedQuist on June 29, 2000.
Amsterdam and Marlton NJ, June 29, 2000
PHILIPS CLOSES TENDER OFFER FOR 57% OF MEDQUIST INC.
Royal Philips Electronics (AEX: PHI, NYSE: PHG) and MedQuist, Inc. (NASDAQ:
MEDQ), today announced the expiration of Philips' $51.00 per share cash tender
offer for 22,250,327 shares of the common stock of MedQuist. The offer expired
at 12:00 midnight, U.S. Eastern Time, on Wednesday, June 28, 2000.
AT THE EXPIRATION OF THE OFFER 35,094,319 SHARES OF MEDQUIST COMMON STOCK HAD
BEEN VALIDLY TENDERED AND NOT WITHDRAWN PURSUANT TO THE TENDER OFFER, INCLUDING
6,576,148 SHARES TENDERED PURSUANT TO NOTICES OF GUARANTEED DELIVERY. THIS
REPRESENTS 12,843,992 MORE SHARES THAN WERE SOUGHT BY PHILIPS IN THE TENDER
OFFER, AND SHARES WILL THEREFORE BE PURCHASED ON A PRO RATA BASIS. AS STATED ON
MAY 22, 2000, PHILIPS WILL ADDITIONALLY PURCHASE APPROXIMATELY 3% OF THE
OUTSTANDING FULLY DILUTED SHARES OF MEDQUIST, FROM THE HOLDINGS OF A NUMBER OF
THE MEDQUIST SENIOR MANAGEMENT. MEDQUIST'S SHARES WILL CONTINUE TO TRADE ON
NASDAQ UNDER THE SYMBOL "MEDQ".
Commenting on the closing of the tender offer, Mr. Cor Boonstra, President and
CEO of Philips said: "We are extremely pleased to have successfully completed
this transaction on schedule. The MedQuist shareholders have recognized the
value that the combination of Philips Medical Systems and MedQuist, using
Philips' speech technologies,
2
<PAGE>
represents. We can now look forward to building on the strengths of both
companies via this partnership."
David A. Cohen, MedQuist Chairman and Chief Executive said: "We are delighted to
have Philips as our partner as the combination of our client base and their
world-class technology is extremely powerful. We look forward to working
together to develop a new digital transcription platform enhanced by automated
speech recognition. With Philips as our technology partner and major
shareholder, we are confident in our ability to undertake this important step in
the future of our company."
For further information:
BEN GEERTS, PHILIPS CORPORATE COMMUNICATIONS, TEL, +31 20 5977215
[email protected]
----------------------
John Emery, MedQuist, Senior Vice President & CFO, tel: +1 800-355-6337, x-4418
[email protected]
-------------------
MEDQUIST IS THE LEADING U.S. PROVIDER OF ELECTRONIC MEDICAL TRANSCRIPTION
SERVICES, THE PROCESS BY WHICH DICTATION IS CONVERTED INTO A MEDICAL REPORT.
THROUGH THE COMPANY'S NATIONWIDE NETWORK OF MORE THAN 8,000 TRAINED
TRANSCRIPTIONISTS, BROADBAND TELECOMMUNICATION SYSTEMS AND INTERFACE WITH HEALTH
CARE PROVIDERS' COMPUTER SYSTEMS, MEDQUIST SHORTENS ITS CUSTOMERS BILLING CYCLES
AND REDUCES OVERHEAD AND OTHER ADMINISTRATIVE COSTS. ADDITIONAL INFORMATION ON
MEDQUIST CAN BE OBTAINED BY ACCESSING ITS HOMEPAGE AT HTTP://WWW.MEDQUIST.COM
-----------------------
ROYAL PHILIPS ELECTRONICS OF THE NETHERLANDS IS ONE OF THE WORLD'S BIGGEST
ELECTRONICS COMPANIES AND EUROPE'S LARGEST, WITH SALES OF EUR 31.5 BILLION IN
1999. IT IS A GLOBAL LEADER IN COLOR TELEVISION SETS, LIGHTING, ELECTRIC
SHAVERS, COLOR PICTURE TUBES FOR TELEVISIONS AND MONITORS, AND ONE-CHIP TV
PRODUCTS. ITS 226,900 EMPLOYEES IN MORE THAN 60 COUNTRIES ARE ACTIVE IN THE
AREAS OF LIGHTING, CONSUMER ELECTRONICS, DOMESTIC APPLIANCES, COMPONENTS,
SEMICONDUCTORS, MEDICAL SYSTEMS, AND IT SERVICES (ORIGIN). PHILIPS IS QUOTED ON
THE NYSE (SYMBOL: PHG), LONDON, FRANKFURT, AMSTERDAM AND OTHER STOCK EXCHANGES.
NEWS FROM PHILIPS IS LOCATED AT WWW.NEWS.PHILIPS.COM
--------------------
This press release contains certain statements by or relating to
MedQuist and the transaction with Philips that are neither reported financial
results nor other historical information. These statements are forward-looking
and include statements of growth and expansion plans and opportunities,
potential revenue and cost synergies, and the benefits of new technologies.
These forward-looking statements are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed in the
forward-looking statements. Many of these risks and uncertainties relate to
factors that are beyond Philips' or MedQuist's ability to control or estimate
precisely, including, without limitation, future market and economic conditions;
the behavior of other market participants; MedQuist's ability to implement and
achieve market acceptance of new technology platforms, including speech
processing technology; MedQuist's ability to successfully integrate acquired
businesses and achieve anticipated synergies; MedQuist's ability to recruit and
retain qualified transcriptionists and other employees; the impact of new
services or products or the demand for MedQuist's services; and MedQuist's
ability to expand its customer base. These and other risk factors are detailed
in MedQuist's reports, including its Form 10-K for the year ended December 31,
1999 filed with the SEC. Readers are cautioned not to place undue reliance on
these forward-looking
3
<PAGE>
statements, which speak only as of the date of this press release. Neither
Philips nor MedQuist undertake any obligation to publicly release any revisions
to these forward-looking statements to reflect events or circumstances after the
date of these materials.
4
<PAGE>
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.
Date: June 29,2000. KONINKLIJKE PHILIPS ELECTRONICS N.V.
By: /s/ A. Baan
-------------------------------------------
Name: A. Baan
Title: Executive Vice President Royal Philips
Electronics
By: /s/ J. H. M. Hommen
------------------------------------------
Name: J. H. M. Hommen
Title: Executive Vice President Royal Philips
Electronics
