<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
AMENDMENT NO. 2 TO
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Acuson Corporation
(Name of Subject Company (Issuer))
Sigma Acquisition Corp.
a wholly-owned subsidiary of
Siemens Corporation
an indirect wholly-owned subsidiary of
Siemens Aktiengesellschaft
(Names of Filing Persons (Offerors))
Common Stock, $0.0001 par value
(Title of Class of Securities)
005113105
(CUSIP Number of class of securities)
Kevin M. Royer
Siemens Corporation
153 East 53/rd/ Street
New York, New York 10022
(212) 258-4000
(Name, Address and Telephone No. of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
with a copy to:
John A. Healy, Esq.
Clifford Chance Rogers & Wells LLP
200 Park Avenue,
New York, New York 10166
(212) 878-8000
_________________________
Calculation of Filing Fee
--------------------------------------------------------------------------------
Transaction Valuation Amount of Filing Fee
$812,694,742 $162,539*
--------------------------------------------------------------------------------
* Previously paid.
[_] Check the box if the filing relates solely to preliminary communications
made before 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: [_]
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE TO
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO, originally filed with the Securities and Exchange Commission (the
"Commission") on October 5, 2000, as amended by Amendment No. 1 filed with the
Commission on October 12, 2000 (the "Schedule TO"), relating to the offer by
Sigma Acquisition Corp., a Delaware corporation ("Purchaser"), which is a
wholly-owned subsidiary of Siemens Corporation, a Delaware corporation
("Parent"), 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 (the "Company"), 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 the
Company 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 attached as Exhibit (a)(1) to the
Schedule TO, and in the related Letter of Transmittal, a copy of which was
attached to the Schedule TO as Exhibit (a)(2).
Schedule TO
The Schedule TO is hereby supplemented and/or amended as provided below.
Item 11. Additional Information.
Item 11 of the Schedule TO is amended by adding the following:
For additional information regarding the clearance received from the German
Federal Cartel Office, see the text of the press release filed as an exhibit
hereto.
Item 12. Exhibits.
Item 12 of the Schedule TO is amended by adding the following:
(a)(8) Press release issued by Siemens AG, dated October 12, 2000
announcing the receipt of clearance from the German Federal Cartel
Office to proceed with the completion of the Offer and the Merger.
Offer to Purchase
The Offer to Purchase is hereby supplemented and/or amended as provided
below (Section references correspond to Sections in the Offer to Purchase):
8. Certain Information Concerning the Company.
The second to last paragraph under this Section is amended and restated in
its entirety as follows:
"The Company has advised Siemens AG, Parent and Purchaser that it does
not as a matter of course make public any projections as to future
performance or earnings, and the aforementioned projections are
included in this Offer to Purchase solely because such information was
provided to Parent, Siemens AG and their financial advisors during the
course of Siemens AG's and Parent's evaluation of the Company. Siemens
AG, Parent and Purchaser did not rely on such information in their
valuation of the Company. The projections were not prepared with a
view to public disclosure or compliance with the published guidelines
of the SEC or the guidelines established by the American Institute of
Certified Public
-2-
<PAGE>
Accountants regarding projections or forecasts. The Company has
advised Siemens AG, Parent and Purchaser that (i) its internal
operating projections are, in general, prepared solely for internal
use and capital budgeting and other management decisions and are
subjective in many respects and thus susceptible to various
interpretations and periodic revision based on actual experience and
business developments and (ii) the projections were based on a number
of internal assumptions with respect to industry performance, general
business, economic, market and financial conditions and other matters
that are inherently subject to significant economic and competitive
uncertainties, all of which are difficult to predict and some of which
are beyond the control of the Company. Accordingly, there can be no
assurance, and no representation or warranty is or has been made by
any of the Company, Siemens AG, Parent, Purchaser or any of their
representatives that actual results will not vary materially from
those described above. The foregoing information is forward-looking in
nature and inherently subject to significant uncertainties and
contingencies, including industry performance, general business and
economic conditions, currency exchange rates, customer requirements,
competition, adverse changes in applicable laws, regulations or rules
governing environmental, tax and accounting matters and other matters.
The inclusion of this information should not be regarded as an
indication that the Company, Siemens AG, Parent, Purchaser or anyone
who received this information then considered, or now considers, it a
reliable prediction of future events, and this information should not
be relied on as such. None of Siemens AG, Parent, Purchaser or any of
their respective financial advisors or the Dealer Manager assumes any
responsibility for the validity, reasonableness, accuracy or
completeness of the projections described above. None of the Company,
Siemens AG, Parent, Purchaser or any of their respective financial
advisors or the Dealer Manager intends to, and each of them disclaims
any obligation to, update, revise or correct such projections if they
are or become inaccurate (even in the short term). The projections
have not been adjusted to reflect the effects of the Offer or the
Merger."
13. Certain Conditions of the Offer.
The second to last paragraph under this Section is amended by adding the
following sentence to the end of that paragraph:
"Parent and Purchaser have been advised by the staff of the Commission
that the staff takes the position that all conditions to the Offer
must be satisfied or waived on or prior to the Expiration Date."
-3-
<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: October 13, 2000 SIGMA ACQUISITION CORP.
/s/ Michael W. Schiefen
---------------------------------------
Name: Michael W. Schiefen
Title: President
/s/ E. Robert Lupone
---------------------------------------
Name: E. Robert Lupone
Title: Vice President
SIEMENS CORPORATION
/s/ Michael W. Schiefen
---------------------------------------
Name: Michael W. Schiefen
Title: Vice President-Corporate Development
/s/ E. Robert Lupone
---------------------------------------
Name: E. Robert Lupone
Title: Senior Vice President, General Counsel and
Secretary
SIEMENS AKTIENGESELLSCHAFT
/s/ Goetz Steinhardt
---------------------------------------
Name: Goetz Steinhardt
Title: Corporate Vice President, Medical
Engineering Division of Siemens
/s/ Erich Reinhardt
---------------------------------------
Name: Erich Reinhardt
Title: Chief Executive Officer and Group
President, Medical Engineering Division of
Siemens
-4-
