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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
(Name of Filing Persons (Offeror))
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
Transaction Valuation* Amount of Filing Fee
$812,694,742 $162,539
* For purposes of calculating the fee only. Based on the offer to purchase all
of the outstanding shares of common stock, together with the associated
rights to purchase shares of series A preferred stock of Acuson Corporation
at a purchase price of $23.00 cash per share. According to Acuson, there
were 27,753,671 shares outstanding and outstanding options with respect to
7,580,883 shares, in each case as of September 22, 2000. The amount of the
filing fee was calculated in accordance with Rule 0-11(d) of the Securities
Exchange Act of 1934 as amended.
[_]Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the offsetting fee with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form of Schedule and the date of its filing.
Amount Previously Paid: Not Applicable Filing Parties: Not Applicable
---------------- ------------------
Form or Registration No.: Not Applicable Date Filed: Not Applicable
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[_]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: [_]
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SCHEDULE TO
Item 1. Summary Term Sheet.
The information set forth in the section of the Offer to Purchase entitled
"Summary Term Sheet" is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the subject company is Acuson Corporation, a Delaware
corporation (the "Company"), and the address of its principal executive
offices is 1220 Charleston Road, P.O. Box 7393, Mountain View, California
94039-7393. The telephone number of the Company is (650) 969-9112.
(b) This Tender Offer Statement on Schedule TO relates to the commencement
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"), of its offer to purchase all of the
outstanding shares of common stock, par value $0.0001 per share ("Common
Stock"), of 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 is attached hereto
as Exhibit (a)(1), and in the related Letter of Transmittal, a copy of which
is attached hereto as Exhibit (a)(2) (which, as they may be amended and
supplemented from time to time, together constitute the "Offer"). The
information set forth in the introduction to the Offer to Purchase (the
"Introduction") is incorporated herein by reference.
(c) The information concerning the principal market in which the Shares are
traded and certain high and low sales prices for the Shares in such principal
market are set forth in Section 6 in the Offer to Purchase ("Price Range of
Shares; Dividends") and is incorporated herein by reference.
Item 3. Identity and Background of the Filing Person.
(a), (b), (c) The information set forth in Section 9 in the Offer to
Purchase ("Certain Information Concerning Siemens AG, Parent and Purchaser")
and Schedule A to the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a)(1)(i)-(viii), (xii) The information set forth in the Introduction,
Section 1 in the Offer to Purchase ("Terms of the Offer"), Section 2 in the
Offer to Purchase ("Acceptance for Payment and Payment for Shares"), Section 3
in the Offer to Purchase ("Procedure for Tendering Shares"), Section 4 in the
Offer to Purchase ("Rights of Withdrawal"), Section 5 in the Offer to Purchase
("Certain Federal Income Tax Consequences of the Offer") and Section 11 in the
Offer to Purchase ("Purpose of the Offer; Plans for the Company; the Merger")
in the Offer to Purchase is incorporated herein by reference.
(a)(1)(ix), (x), (xi) Not applicable.
(a)(2)(i)-(iv), (vii) The information set forth in the Introduction, Section
1 in the Offer to Purchase ("Terms of the Offer"), Section 5 in the Offer to
Purchase ("Certain Federal Income Tax Consequences of the Offer"), Section 10
in the Offer to Purchase ("Background of the Offer; Contacts with the
Company") and Section 11 in the Offer to Purchase ("Purpose of the Offer;
Plans for the Company; the Merger") is incorporated herein by reference.
(a)(2)(v), (vi) Not applicable.
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Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a), (b) The information set forth in Section 10 in the Offer to Purchase
("Background of the Offer; Contacts with the Company") is incorporated herein
by reference.
Item 6. Purpose of the Tender Offer and Plans or Proposals.
(a), (c)(1), (3-7) The information set forth in Section 11 in the Offer to
Purchase ("Purpose of the Offer; Plans for the Company; the Merger") is
incorporated herein by reference.
(c)(2) None.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The information set forth in Section 12 in the Offer to Purchase
("Source and Amount of Funds") is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
Item 8. Interest in Securities of the Subject Company.
The information set forth in the Introduction, Section 8 in the Offer to
Purchase ("Certain Information Concerning the Company"), Section 9 in the
Offer to Purchase ("Certain Information Concerning Siemens AG, Parent and
Purchaser"), Section 11 in the offer to Purchase ("Purpose of the Offer; Plans
for the Company; the Merger") and Schedule A to the Offer to Purchase is
incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
The information set forth in the Introduction and Section 16 in the Offer to
Purchase ("Fees and Expenses") is incorporated herein by reference.
Item 10. Financial Statements.
(a) Financial information. Not applicable.
(b) Pro forma information. Not applicable.
Item 11. Additional Information.
(a) Other material information. The information set forth in the Letter of
Transmittal attached hereto as Exhibit (a)(2) is incorporated herein by
reference.
Item 12. Exhibits.
The following are attached as exhibits to this Schedule TO:
(a)(1) Offer to Purchase, dated October 5, 2000.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(5) Form of Letter to brokers, dealers, commercial banks, trust
companies and other nominees.
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(a)(6) Form of Letter to be used by brokers, dealers, commercial
banks, trust companies and other nominees to their clients.
(a)(7) Summary newspaper advertisement, dated October 5, 2000 and
published in The Wall Street Journal.
Exhibit (b) None.
Exhibit (d)(1)Agreement and Plan of Merger, dated as of September 26,
2000, by and among Parent, Purchaser and the Company.
Exhibit (d)(2)None.
Exhibit (g) None.
Exhibit (h) None.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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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: October 5, 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
Divisionof Siemens
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