____________________________________________________________
____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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ALLIED CLINICAL LABORATORIES, INC.
(Name of Subject Company)
N ACQUISITION CORP.
NATIONAL HEALTH LABORATORIES INCORPORATED
(Bidders)
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Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
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019076108
(CUSIP Number of Class of Securities)
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James G. Richmond, Esq.
N Acquisition Corp.
c/o National Health Laboratories Incorporated
4225 Executive Square
Suite 800
La Jolla, California 92037
(619) 550-0600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copies to:
Allen Finkelson, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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Page 1 of 5 pages
Exhibit Index on page 4
<PAGE>2
National Health Laboratories Incorporated and its
wholly-owned subsidiary, N Acquisition Corp., hereby amend
and supplement their combined Tender Offer Statement on
Schedule 14D-1 and Statement on Schedule 13D (the
"Statement") originally filed on May 9, 1994, with respect
to an offer to purchase all outstanding shares of common
stock, par value $0.01 per share, of Allied Clinical
Laboratories, Inc., a Delaware corporation, as set forth in
this Amendment No. 1. Capitalized terms not defined herein
have the meanings assigned thereto in the Statement.
Item 10. Additional Information
(a) On May 25, 1994, the Purchaser and Parent issued a
press release announcing that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, with respect to the Offer, expired at 11:59 p.m.,
New York City time, on May 24, 1994. A copy of the press
release is attached hereto as Exhibit (a)(9) and is
incorporated herein by reference.
Item 11. Material to be Filed as Exhibits
(a)(9) Text of Press Release dated May 25, 1994, issued
by the Purchaser and Parent.
<PAGE>3
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 25, 1994
N ACQUISITION CORP.
By: /s/ James R. Maher
Name: James R. Maher
Title: President and
Chief Executive
Officer
NATIONAL HEALTH LABORATORIES
INCORPORATED
By: /s/ James R. Maher
Name: James R. Maher
Title: President and
Chief Executive
Officer
<PAGE>4
EXHIBIT INDEX
Sequentially
Exhibit Description Numbered Page
(a)(9) Text of Press Release dated May 25, 1994, 5
issued by the Purchaser and Parent.
<PAGE>5
FOR IMMEDIATE RELEASE
NATIONAL HEALTH LABORATORIES ANNOUNCES EXPIRATION OF
ANTITRUST WAITING PERIOD IN OFFER FOR ALLIED CLINICAL
LABORATORIES
La Jolla, California, May 25, 1994 -- National Health
Laboratories Incorporated (NYSE: NH) announced today that
the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act with respect to its tender offer to
purchase all outstanding shares of common stock of Allied
Clinical Laboratories, Inc. (NASDAQ: ACLB) for $23 per share
in cash, expired at 11:59 p.m., New York City time, on
May 24, 1994. NHL's offer is set to expire at midnight, New
York City time, on June 7, 1994.
Contact: National Health Laboratories
Walter G. Montgomery
212-484-6721
Allied Clinical Laboratories
Gerald M. Hayden, Jr.
615-320-2648
