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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 6 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 53rd 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
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Calculation of Filing Fee
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Transaction Valuation Amount of Filing Fee
$812,694,742 $162,539*
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* 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: |X|
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AMENDMENT NO. 6 TO SCHEDULE TO
This Amendment No. 6 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, Amendment No. 2 filed with the Commission on
October 13, 2000, Amendment No. 3 filed with the Commission on October 19, 2000,
Amendment No. 4 filed with the Commission on October 20, 2000 and Amendment No.
5 filed with the Commission on November 2, 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 8. Interests in Securities of the Subject Company.
Item 8 of the Schedule TO is amended by adding the following:
At 12:00 midnight, New York City time, on Thursday, November 2,
2000, the tender offer expired. Based on a preliminary count, approximately
26,026,474 Shares were tendered and not withdrawn pursuant to the Offer, of
which 701,744 were tendered pursuant to notices of guaranteed delivery.
Such Shares constituted approximately 93.3% of the outstanding Shares. On
November 3, 2000, all Shares validly tendered and not withdrawn prior to
the expiration of the Offer were accepted for payment.
Under the terms of the merger agreement, Siemens will complete its
acquisition of the Company by effecting a "short form" merger under
Delaware law, in which the remaining Shares will be converted into the
right to receive $23 net per share in cash. The merger is expected to be
completed within the next few days.
A copy of a press release announcing the expiration of the Offer and
the acceptance of validly tendered Shares is attached hereto as Exhibit
(a)(11).
Item 12. Exhibits.
Item 12 of the Schedule TO is amended by adding the following:
(a)(11) Press release issued by Siemens AG, dated November 3, 2000,
announcing the expiration of the tender offer.
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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: November 3, 2000 Sigma Acquisition Corp.
/s/ Michael W. Schiefen
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Name: Michael W. Schiefen
Title: President
/s/ E. Robert Lupone
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Name: E. Robert Lupone
Title: Vice President
Siemens Corporation
/s/ Michael W. Schiefen
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Name: Michael W. Schiefen
Title: Vice President-Corporate
Development
/s/ E. Robert Lupone
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Name: E. Robert Lupone
Title: Senior Vice President, General
Counsel and Secretary
Siemens Aktiengesellschaft
/s/ Erich Reinhardt
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Name: Erich Reinhardt
Title: Chief Executive Officer and Group
President, Medical Engineering
Division of Siemens
/s/ Goetz Steinhardt
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Name: Goetz Steinhardt
Title: Corporate Vice President, Medical
Engineering Division of Siemens
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