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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 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 10. ADDITIONAL INFORMATION.
On July 10, 1996, Merck & Co., Inc. announced that it had
extended the Offer until 12:00 midnight, New York City Time, on
Friday, July 12, 1996, unless the Offer is further extended. The
Offer was scheduled to expire at 12:00 midnight, New York City
time, on July 9, 1996.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Press Release, dated July 10, 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 10, 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 EXTENDS OFFER FOR SYSTEMED
Montvale, NJ, July 10, 1996 - Merck-Medco Managed Care, Inc.,
announced today that it has extended to midnight, Eastern
Daylight Time, on July 12, 1996, the expiration of its tender
offer to purchase for $3.00 per share the outstanding shares of
Systemed, Inc. (NASDAQ: SYSM).
The tender offer was originally scheduled to expire at midnight,
Eastern Daylight Time, on Tuesday, July 9, 1996. At the close of
business on July 9, 1996, approximately 18,950,407 shares had
been tendered and not withdrawn from the offer or were subject to
guaranteed delivery arrangements.
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 that 47 million
Americans.
