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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 2000
OMB APPROVAL
OMB NUMBER: 3235-0515
EXPIRES: JANUARY 31, 2002
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE: 43.5
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
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)
Carlo Van Der Akker
General Counsel
Philips Medical Systems International B.V.
Legal Department - Building QM-228
Veenpluis 4-6
5684 PC Best
the Netherlands
31 40 276 2695
(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, ESQ.
SULLIVAN & CROMWELL
1870 Embarcadero Road
Palo Alto, California 94303-3308
(650) 461-5600
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CALCULATION OF FILING FEE
Transaction valuation Amount of filing fee
Not Applicable.
/ / 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: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
/X/ 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: / /
ITEMS 1 - 11, 13.
Not Applicable.
ITEM 12. EXHIBITS.
Exhibit 99.1 Text of Press Release issued by Koninklijke Philips Electronics
N.V. and ADAC Laboratories on November 13, 2000.
1
