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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
Amendment No. 1
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Acuson Corporation
(Name of Subject Company)
Acuson Corporation
(Name of Person Filing Statement)
Common Stock, $.0001 Par Value
(Including the Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
005113105
(CUSIP Number of Class of Securities)
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Charles H. Dearborn
Senior Vice President, Human Resources and Legal Affairs
Acuson Corporation
1220 Charleston Road
P.O. Box 7393, Mountain View, CA 94039-7393
(650)-969-9112
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
_________________
With a copy to:
Keith A. Flaum, Esq.
Cooley Godward llp
3000 El Camino Real
Palo Alto, CA 94303
(650) 843-5000
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, originally filed with the Securities and Exchange
Commission on October 5, 2000 (the "Schedule 14D-9"), relating to the offer by
Sigma Acquisition Corp., a Delaware Corporation (the "Purchaser"), which is a
wholly-owned subsidiary of Siemens Corporation, a Delaware corporation
("Siemens"), which is an indirect wholly-owned subsidiary of Siemens
Aktiengesellschaft, a corporation formed under the laws of the Federal Republic
of Germany ("Siemens AG"), to purchase all of the outstanding shares of common
stock, par value $0.0001 per share ("Common Stock"), of Acuson Corporation, a
Delaware corporation ("Acuson"), together with the associated rights to purchase
shares of Series A preferred stock ("Rights") issued pursuant to the Amended and
Restated Rights Agreement, dated as of November 5, 1998, between Acuson and
Fleet National Bank (f/k/a BankBoston, N.A.), as amended (the Common Stock and
the Rights together being referred to herein as the "Shares"), at a price of
$23.00 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated October 5, 2000 (the "Offer
to Purchase"), a copy of which was filed as Exhibit (a)(4) to the Schedule 14D-9
by incorporation by reference to Exhibit (a)(1) to the Schedule TO of the
Purchaser filed on October 5, 2000 (the "Schedule TO"), and in the related
Letter of Transmittal, a copy of which was attached as Exhibit (a)(2) to the
Schedule TO:
The Schedule 14D-9 is hereby supplemented and/or amended as provided below.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is amended by adding the following as a new
paragraph at the end of Item 8:
Acuson and Siemens AG have been notified by the German Federal Cartel
Office that they have clearance to proceed with the completion of the Offer and
the Merger. The Offer remains conditioned upon, among other things, the
expiration or termination of the applicable waiting period under the U.S.
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Acuson Corporation
By: /s/ Robert J. Gallagher
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Robert J. Gallagher
President and Chief Operating Officer
Dated: October 11, 2000
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