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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 1)
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
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ATL ULTRASOUND, INC.
(Name of Subject Company)
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ATL ULTRASOUND, INC.
(Name of Person(s) Filing Statement)
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Common Stock, par value $0.01 per share
(including the associated Rights to Purchase
Series A Participating Cumulative Preferred Stock)
(Title of Class of Securities)
00207N 10 0
(CUSIP Number of Class of Securities)
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W. Brinton Yorks, Jr.
Vice President and General Counsel
ATL Ultrasound, Inc.
22100 Bothell Everett Highway
Bothell, Washington 98041-3003
(425) 487-7152
(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:
Robert I. Townsend, III, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
(212) 474-1000
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<PAGE>
INTRODUCTION
The Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Schedule 14D-9") originally filed on
August 4, 1998, by ATL Ultrasound, Inc., a Washington
corporation (the "Company"), relates to an offer by Philips
Acquisition, Inc., a Washington corporation ("Merger Sub")
and a wholly owned subsidiary of Philips Electronics North
American Corporation, a Delaware corporation ("Parent"), and
an indirect wholly owned subsidiary of Koninklijke Philips
Electronics N.V., a company organized under the laws of The
Netherlands ("Royal Philips"), to purchase all of the shares
of the common stock, par value $0.01 per share (including the
associated rights to purchase Series A Participating
Cumulative Preferred Stock), of the Company. All capitalized
terms used herein without definition have the respective
meanings set forth in the Schedule 14D-9.
Item 3(b)(2). Certain Executive Compensation and Other
Employee-Related Matters in Connection with the Merger.
The response to Item 3(b)(2) is hereby amended by
adding the following after the final paragraph of the
description of Mr. Fill's employment agreement:
On September 21, 1998, the Company and Mr. Fill
entered into an amendment to the Fill Agreement, a copy of
which is filed as Exhibit c(7) and incorporated by reference
herein.
Item 9. Exhibits.
The response to Item 9 is hereby amended by adding
the following new Exhibit:
(c)(7) Amendment No. 1 dated as of September 21, 1998, to
Employment and Consulting Agreement dated as of
July 29, 1998 by and between the Company and Dennis
C. Fill.
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SIGNATURE
After reasonable 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.
ATL ULTRASOUND, INC.
By /s/ Pamela L. Dunlap
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Name: Pamela L. Dunlap
Title: Senior Vice President
and Chief Financial Officer
Dated as of September 24, 1998
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EXHIBIT INDEX
Exhibit Description Page No.
(c)(7) Amendment No. 1 dated as of September 21,
1998, to Employment and Consulting
Agreement dated as of July 29, 1998 by and
between the Company and Dennis C. Fill...........
AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT No.1 dated as of September 21,
1998 (this "Amendment"), to the Employment and
Consulting Agreement (the "Employment
Agreement") dated as of July 29, 1998 by and
between ATL Ultrasound, Inc. (the "Company")
and Dennis C. Fill (the "Executive"). All
capitalized terms not otherwise defined herein
shall have the meaning ascribed to such terms
in the Employment Agreement.
WHEREAS Philips Electronics North America
Corporation, a Delaware Corporation ("Parent"), Philips
Acquisition, Inc., a Washington corporation and a wholly
owned subsidiary of Parent and the Company have entered into
an Agreement and Plan of Merger dated as of July 29, 1998
(the "Merger Agreement");
WHEREAS the Company and the Executive have entered
into the Agreement to take effect as of the effective date of
the consummation of the transactions contemplated by the
Merger Agreement; and
WHEREAS, the Company, Parent and the Executive have
agreed to make certain changes to the Employment Agreement;
NOW, THEREFORE, the Company and the Executive amend
the Employment Agreement as follows:
1. Section 5(a) of the Employment Agreement is
hereby amended by deleting "On or about January 1, 1999,"
from the second sentence thereof and substituting "By no
later than December 31, 1998," therefor.
2. Section 21 of the Employment Agreement is hereby
amended by deleting "$388,125" from the second sentence
thereof and substituting "$785,125" therefor.
3. The Employment Agreement shall not otherwise be
supplemented or amended by virtue of this Amendment, but
shall remain in full force and effect as amended hereby.
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IN WITNESS WHEREOF, the Company and the Executive
have executed this Amendment as of the date and year first
written above.
ATL Ultrasound, Inc.
by /s/Pamela L. Dunlap
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Name: Pamela L. Dunlap
Title: Chief Financial
Officer
/s/ Dennis C. Fill
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DENNIS C. FILL
