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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Amendment No. 3
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SUMMIT AUTONOMOUS INC.
(formerly known as Summit Technology, Inc.)
(Name of Subject Company (Issuer))
ALCON ACQUISITION CORP.
ALCON HOLDINGS INC.
(Names of Filing Persons (Offerors))
Common Stock, Par Value $0.01 Per Share
(including the associated Series A Preferred Stock Purchase Rights)
(Title of Class of Securities)
86627E 10 1
(CUSIP Number of Class of Securities)
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Elaine E. Whitbeck, Esq.
ALCON HOLDINGS INC.
6201 South Freeway
Fort Worth, Texas 76134-2099
(817) 551-8693
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
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Copy to:
Alan C. Stephenson, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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July 3, 2000
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[ ] Check the box if the filing relates solely to preliminary communications
made before the 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 [ ] issuer tender-offer subject to
Rule 14d-1. Rule 13e-4.
[ ] going private transaction subject to [ ] amendment to Schedule 13D under
Rule 13e-3. Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
<PAGE>
Alcon Acquisition Corp., a Massachusetts corporation (the
"Purchaser"), and Alcon Holdings Inc., a Delaware corporation ("Parent"),
hereby amend and supplement their Tender Offer Statement on Schedule TO (the
"Statement"), originally filed on June 5, 2000, with respect to the
Purchaser's offer to purchase all the outstanding shares of Common Stock, par
value $0.01 per share, of Summit Autonomous Inc., a Massachusetts corporation
(the "Company"), together with the associated rights to purchase Series A
Preferred Stock, par value $0.01 per share, issued pursuant to the Rights
Agreement dated as of March 28, 2000 between the Company and Fleet National
Bank. Capitalized terms used and not otherwise defined herein have the
meanings assigned thereto in the Statement.
Item 11. Additional Information.
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On July 3, 2000, Parent issued a press release, a copy of which is
attached hereto as Exhibit (a)(1)(j) and is incorporated herein by reference.
Item 12. Exhibits.
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(a)(1)(j) Press release issued by Parent on July 3, 2000.
<PAGE>
SIGNATURES
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.
ALCON ACQUISITION CORP.
by /s/ Elaine E. Whitbeck
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Name: Elaine E. Whitbeck
Title: President
ALCON HOLDINGS INC.,
by /s/ Timothy R.G. Sear
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Name: Timothy R.G. Sear
Title: Chairman of the Board,
Chief Executive Officer
and President
Date: July 3, 2000
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Exhibit Index
Exhibit No. Exhibit Name
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(a)(1)(j) Press release issued by Parent on July 3, 2000.
<PAGE>
Exhibit (a)(1)(j)
Alcon Completes Tender Offer for Summit Autonomous Inc.
Fort Worth, TX -- July 3, 2000 -- Alcon Holdings Inc. announced today
that its tender offer to acquire all the outstanding shares of Summit
Autonomous Inc. common stock, at a purchase price of $19.00 per share in cash,
expired at midnight Friday, June 30, 2000. Approximately 40.6 million shares
(or 86% of the outstanding shares), including approximately 2.5 million
shares tendered pursuant to guaranteed delivery procedures, were validly
tendered and accepted for payment. Payment for these shares will be made
promptly.
Alcon now plans to acquire the remaining outstanding shares of common
stock of Summit Autonomous Inc. through a second-step merger. Summit
Autonomous will call a special meeting of its stockholders as soon as
practicable for the purpose of approving the merger agreement. Because Alcon
acquired more than two-thirds of the outstanding common stock in the tender
offer, Alcon will be able to approve the merger agreement without the
affirmative vote of any other Summit Autonomous stockholder.
The second-step merger will be consummated soon after stockholder
approval. Shares not purchased in the tender offer (other than shares owned by
stockholders, if any, who are entitled to and who properly exercise appraisal
rights under Massachusetts law) will be converted, upon completion of the
merger, into the right to receive $19.00 per share in cash. After the merger
becomes effective, a letter of transmittal to be used for surrendering
certificates in exchange for the cash payment will be sent to holders of
record who did not tender their shares in the tender offer. Alcon expects that
this process will take several months.
Alcon and Summit Autonomous Inc. entered into the merger agreement May
26, 2000.
Alcon is the global leader in the research, development, manufacture
and marketing of ophthalmic products, including surgical instruments and
accessory products, intraocular lenses, prescription drugs and contact lens
care solutions. Alcon is a subsidiary of Nestle SA. Founded in Fort Worth,
Texas in 1947, Alcon now employs more than 10,000 individuals around the
world. Total sales for 1999 were $2.4 billion, with activity in more than 170
markets.
One of the cornerstones of Alcon's success is its commitment to
research and development. Housed at the company's headquarters in Fort Worth
is the 400,000 square-foot William C. Conner Research Center, the largest and
most sophisticated eye research center in the world. Over the next five years,
Alcon plans to spend more than $1 billion on eye-related research, more than
any entity outside of the National Eye Institute.
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For more information contact:
Mary Dulle
Director, Corporate Communications
Alcon
(817) 551-8058
[email protected]
