<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
AMENDMENT NO. 3 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
_________________________
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. 3 TO SCHEDULE TO
This Amendment No. 3 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 and Amendment No. 2 filed with the Commission on
October 13, 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:
After consultation with the Antitrust Division of the United
States Department of Justice (the "Antitrust Division"), Parent and its
affiliates have withdrawn and subsequently re-filed their Notification and
Report Form filed pursuant to the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act"), with the Antitrust Division and
the United States Federal Trade Commission. The Notification and Report
Form was re-filed on October 18, 2000. Under the HSR Act no Shares may be
purchased pursuant to the Offer until the expiration of a 15-calendar day
waiting period commencing on the re-filing. That waiting period under the
HSR Act will now expire at 11:59 p.m., New York City time, on November 2,
2000, unless early termination of the waiting period is granted or unless
prior to that time Parent receives a request for additional information or
documentary material.
-2-
<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 19, 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/ Erich Reinhardt
-------------------------------------
Name: Erich Reinhardt
Title: Chief Executive Officer and Group
President, Medical Engineering Division of
Siemens
/s/ Goetz Steinhardt
-------------------------------------
Name: Goetz Steinhardt
Title: Corporate Vice President, Medical
Engineering Division of Siemens
-3-
