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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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Systemed, Inc.
(Name of Subject Company)
S Acquisition Corp.
a wholly owned subsidiary of
Merck-Medco Managed Care, Inc.
and an indirect wholly owned subsidiary of
Merck & Co., Inc.
(Bidders)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
871 8531
(CUSIP Number of Class of Securities)
Bert Weinstein, Esq.
100 Summit Avenue
Montvale, New Jersey 07645
(201) 358-5400
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(Name, address and telephone number of person authorized to
receive notices and communications on behalf of bidders)
Copies to:
Gary Cooperstein, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004 - 1980
(212) 859-8128
The Schedule 14D-1 filed by S Acquisition Corp., a Delaware
corporation (the "Offeror"), and a wholly owned subsidiary of
Merck-Medco Managed Care, Inc., a Delaware corporation, and an
indirect wholly owned subsidiary of Merck & Co., Inc., a New
Jersey corporation, in connection with its pending tender offer
for all outstanding shares of common stock, par value $0.001 per
share (the "Shares"), of Systemed, Inc., a Delaware corporation
(the "Company"), as heretofore amended, is hereby amended as
follows:
Item 6. Interest in Securities of the Subject Company.
Items 6(a) and 6(b) are hereby amended and supplemented as
follows:
The Offer terminated at 12:00 midnight, New York City time, on
Friday, July 12, 1996. The Parent issued a press release on July
15, 1996, in which it disclosed that 19,364,496 Shares (including
Shares tendered pursuant to notices of guaranteed delivery),
representing approximately 86.7% of the outstanding Shares, were
validly tendered and accepted for payment, . A copy of such
press release is attached hereto as Exhibit (a)12 and
incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(12) Press Release, dated July 15, 1996.
SIGNATURE
After due inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: July 15, 1996
S ACQUISITION CORP.
By: /s/ Bert I. Weinstein
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Name: Bert I. Weinstein
Title: Vice President
MERCK-MEDCO MANAGED CARE, INC.
By: /s/ Bert I. Weinstein
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Name: Bert I. Weinstein
Title: Senior Vice
President and
Co-General Counsel
Merck & Co., Inc.
By: /s/ Mary M. McDonald
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Name: Mary M. McDonald
Title: Senior Vice
President and
General Counsel
MERCK-MEDCO COMPLETES TENDER OFFER FOR SYSTEMED
Montvale, NJ, July 15, 1996 - Merck-Medco Managed Care, Inc.,
announced today that it has successfully completed, through S
Acquisition Corp., a wholly-owned subsidiary, its $3.00 per
share, all cash tender offer for the outstanding shares of
Systemed Inc. (NASDAQ: SYSM).
Merck-Medco announced that preliminary figures indicate a total
of approximately 19,364,496 shares, including shares tendered by
guaranteed delivery, representing approximately 86.7% of the
outstanding common shares, were tendered and accepted for payment
subject to the conditions set forth in the offer. The offer and
withdrawal rights expired at midnight, Eastern Daylight Time, on
Friday, July 12, 1996.
The shares of Systemed not tendered will be converted into the
right to receive $3.00 cash net per share pursuant to a merger
between S Acquisition Corp. and Systemed Inc.
Merck-Medco Managed Care, Inc., a subsidiary of Merck & Co.,
Inc., (NYSE: MRK) is the nation's leading pharmacy benefit
management company, serving benefit plans of employers, unions,
Blue Cross groups, health maintenance organizations and insurance
companies that provide benefits to more than 47 million
Americans.
