As filed with the Securities and Exchange Commission
on May 24, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of
the Securities Exchange Act of 1934)
(Amendment No. 1)
ADVANCED MEDICAL, INC.
(Name of Issuer)
ADVANCED MEDICAL, INC.
(Name of Persons Filing Statement)
7-1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2002
(Title of Class of Securities)
00754C AA 9
(CUSIP Number of Class of Securities)
Daniel A. Etna, Esq.
Gordon Altman Butowsky
Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036
(212) 626-0872
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications
on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate
box):
a. / / The filing of solicitation materials or an information
statement subject to Regulation 14A [17 CFR 240.14a-1
to 240.14b-1], Regulation 14C [17 CFR 240.14c-1 to
240.14c-101] or Rule 13e-3(c) [Section 240.13e-3(c)] under
the Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the
Securities Act of 1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies: / /
CALCULATION OF FILING FEE
Transaction Valuation $31,755,000
Amount of Filing Fee: $6,351<F1>
/ / Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $6,351
Form or Registration No. Schedule 13E-4
Filing Party: Advanced Medical, Inc.
Date Filed: April 21, 1995
Exhibit Index Located on Page ____
[FN]
<F1>Calculated as 1/50 of 1% of Transaction Value.
[FN]<PAGE> INTRODUCTORY STATEMENT
The undersigned by filing this Amendment No. 1 hereby
amends the Rule 13e-3 Transaction Statement on Schedule 13E-3
previously filed with the Securities and Exchange Commission
("SEC") on April 21, 1995 (as so amended, the "Filing"), relating
to the offer (the "Exchange Offer") by the undersigned to
exchange its 15% Subordinated Debentures Due July 15, 1999 ("New
Debentures") and shares of its common stock, $.01 par value per
share ("Common Stock") for its 7-1/4% Convertible Subordinated
Debentures Due January 15, 2002 ("Old Debentures") in the ratio
of $500 principal amount of New Debentures and 47 shares of
Common Stock for each $1,000 principal amount of Old Debentures
tendered. Unless otherwise indicated, all capitalized terms
contained herein shall have the meanings ascribed to them in the
Filing.
This Amendment No. 1 hereby amends the Items of the
Filing indicated in the cross reference sheet which follows to
reflect the expiration of the Exchange Offer on May 19, 1995 at
5:00 p.m., New York City time, the tender of $15,603,000
principal amount of Old Debentures pursuant to the terms of the
Exchange Offer and the acceptance for exchange by the undersigned
of such tendered Old Debentures, and, in connection therewith,
the addition of a Press Release dated May 22, 1995 ("Press
Release") as an exhibit to the Filing and the incorporation by
reference of the information contained in such Press Release in
response to the relevant Items of Schedule 13E-3.
The cross reference sheet which follows is being
supplied pursuant to General Instruction F to Schedule 13E-3 and,
except as otherwise indicated, shows the location in the Schedule
13E-4 of the information to be included in response to the items
of this Statement.<PAGE>
<PAGE>
CROSS REFERENCE SHEET
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SCHEDULE 13E-3
ITEM NUMBER AND CAPTION ALL REFERENCES ARE TO PORTIONS OF
THE SCHEDULE 13E-4, AS AMENDED,
WHICH ARE INCORPORATED HEREIN BY
REFERENCE
4. Terms of the Transaction
(a)...................... Item 4(a) is hereby amended to add
the following: The Exchange Offer
by the Issuer expired on May 19,
1995 at 5:00 p.m., New York City
time. At the time of the
expiration of the Exchange Offer,
$15,603,000 principal amount of Old
Debentures had been tendered to the
exchange agent pursuant to the
terms of the Exchange Offer. The
Issuer accepted such tendered Old
Debentures for exchange on May 19,
1995.
10.Interest in Securities
of Issuer
(b)........................ Item 10(b) is hereby amended to add
the following: Fidelity Select
Healthcare Fund and Fidelity
Convertible Securities Fund
exercised the right granted to them
under their Agreement with the
Issuer dated as of February 3, 1995
(the "Fidelity Agreement"), as more
fully described in the "Recent
Transactions in Old Debentures"
section of the Exchange Circular,
and agreed to exchange the
$14,122,500 principal amount of 15%
Subordinated Debentures of the
Issuer Due 1999 and the 1,340,441
shares of Common Stock they
received in the aggregate under the
Fidelity Agreement for an aggregate
of $14,122,500 principal amount of
New Debentures and 1,327,515 shares
of Common Stock.
11. Contracts, Arrangements or
Understandings with Respect to
the Issuer's Securities .... Item 11 is hereby amended to add
the following: See Item 10(b)
above.
17.Material to be Filed as Exhibits.
(d)(8) ..................... Press Release dated May 22, 1995.
(d)(9)...................... Amendment No. 1 to Schedule 13E-4
of the Issuer dated May 23, 1995.
/TABLE
<PAGE>
<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.
Dated: May 22, 1995
ADVANCED MEDICAL, INC.
By:/s/ Joseph W. Kuhn
Joseph W. Kuhn
President<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
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EXHIBIT DESCRIPTION
(d)(8) Press Release dated May 22, 1995.
(d)(9) Amendment No. 1 to Schedule 13E-4
of the Issuer dated May 23, 1995.
</TABLE>
[Letterhead of Advanced Medical, Inc.]
NEIL G. BERKMAN ASSOCIATES Company Contact:
1900 AVENUE OF THE STARS
SUITE 2850 Joseph W. Kuhn
LOS ANGELES, CA 90067 President
(310) 277-5162 (619)566-0426
ADVANCED MEDICAL, INC. (ASE) ANNOUNCES EXPIRATION OF
EXCHANGE OFFER FOR ITS OUTSTANDING CONVERTIBLE SUBORDINATED
DEBENTURES
SAN DIEGO, CALIFORNIA, May 22, 1995 . . . ADVANCED
MEDICAL, INC. (ASE:AMA) announced today that its issuer
tender offer (the "Exchange Offer") to exchange its 15%
Subordinated Debentures due July 15, 1999 ("New Debentures")
and shares of its common stock, $.01 par value ("Common
Stock"), for its outstanding 7-1/4% Convertible Subordinated
Debentures due January 15, 2002 ("Old Debentures") in the
ratio of $500 principal amount of New Debentures and 47
shares of Common Stock for each 1,000 principal amount of
Old Debentures tendered, expired on May 19, 1995 at 5:00
p.m. New York City time.
At the time of the expiration of the Exchange Offer,
approximately $15,600,000 principal amount of the Old
Debentures had been tendered to the depositary pursuant to
the terms of the tender offer. All such Old Debentures have
been accepted by Advanced Medical for exchange.
Advanced Medical, Inc., through its IMED Corporation
subsidiary, is one of the country's largest manufacturers of
intravenous infusion pumps and disposable administration
sets.
As filed with the Securities and Exchange Commission
on May 24, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1)
of the Securities Exchange Act of 1934)
(Amendment No. 1)
ADVANCED MEDICAL, INC.
(Name of Issuer)
ADVANCED MEDICAL, INC.
(Name of Person(s) Filing Statement)
7-1/4% Convertible Subordinated Debentures Due 2002
(Title of Class of Securities)
00754C AA 9
(CUSIP Number of Class of Securities)
Daniel A. Etna, Esq.
Gordon Altman Butowsky
Weitzen Shalov & Wein
114 West 47th Street
New York, N.Y. 10036
(212) 626-0872
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Person(s) Filing Statement)
April 21, 1995
(Date Tender First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
Transaction Valuation: $31,755,000
Amount of Filing Fee: $6,351<F1>
[FN]
<F1> Calculated as 1/50 of 1% of the Transaction Value. Such fee
was paid at the time of the filing of the initial Schedule 13E-4.
[/FN]
>
/ / Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number or the Form or
Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
<PAGE>
<PAGE>
The undersigned by filing this Amendment No. 1 hereby amends
the Schedule 13E-4 filed with the Securities and Exchange
Commission ("SEC") on April 21, 1995 (as so amended, the
"Filing") relating to the offer (the "Exchange Offer") by the
undersigned to exchange its 15% Subordinated Debentures Due July
15, 1999 ("New Debentures") and shares of its common stock, $.01
par value per share ("Common Stock"), for its 7-1/4% Convertible
Subordinated Debentures Due January 15, 2002 ("Old Debentures")
in the ratio of $500 principal amount of New Debentures and 47
shares of Common Stock for each $1,000 principal amount of Old
Debentures tendered.
This Amendment No. 1 hereby amends the Items identified
below, to reflect the expiration of the Exchange Offer on May 19,
1995 at 5:00 p.m., New York City time, the tender of $15,603,000
principal amount of Old Debentures pursuant to the terms of the
Exchange Offer and the acceptance for exchange by the undersigned
of such tendered Old Debentures and, in connection therewith, the
addition of a Press Release dated May 22, 1995 ("Press Release")
as an exhibit to the Filing and the incorporation by reference of
the information contained therein. Unless otherwise indicated,
all capitalized terms contained herein shall have the meanings
ascribed to them in the Filing.
ITEM 1. Security and Issuer
Item 1(b) is hereby amended to add the following:
(b) The Exchange Offer by the Issuer expired on May 19,
1995 at 5:00 p.m., New York City time. At the time of the
expiration of the Exchange Offer, $15,603,000 principal amount of
Old Debentures had been tendered to the exchange agent pursuant
to the terms of the Exchange Offer. The Issuer accepted such
tendered Old Debentures for exchange on May 19, 1995.
ITEM 5. Contracts, Arrangements, Understandings or
Relationships With Respect to the Issuer's Securities.
Item 5 is hereby amended to add the following:
Fidelity Select Healthcare Fund and Fidelity Convertible
Securities Fund exercised the right granted to them under their
Agreement with the Issuer dated as of February 3, 1995 (the
"Fidelity Agreement"), as more fully described in the "Recent
Transactions in Old Debentures" section of the Exchange Circular,
and agreed to exchange the $14,122,500 principal amount of 15%
Subordinated Debentures of the Issuer Due 1999 and the 1,340,441
shares of Common Stock they received in the aggregate under the
Fidelity Agreement for an aggregate of $14,122,500 principal
amount of New Debentures and 1,327,515 shares of Common Stock.
ITEM 8. Additional Information
Item 8(e) is hereby amended to add the following:
(e) The Press Release, attached hereto as Exhibit (a)(7),
is incorporated herein by reference in its entirety.
ITEM 9. Material to Be Filed as Exhibits
Item 9 is hereby amended to add the following:
(a)(7) Press Release.
<PAGE>
<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.
Advanced Medical, Inc.
/s/ Joseph W. Kuhn
Joseph W. Kuhn
President
May 22, 1995
<PAGE>
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION PAGE
(a)(7) Press Release dated May 22, 1995
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