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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 3 */ 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
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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Page 1 of 7 pages
Exhibit Index on page 6
*/ Constituting the final amendment hereto.
<PAGE>2
14D-1 and 13D
CUSIP No. 019076108
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
N ACQUISITION CORP. (13-3766755)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
3 SEC USE ONLY
4 SOURCES OF FUNDS
AF, BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,361,409
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
APPROXIMATELY 99.6% OF THE SHARES OUTSTANDING AS
OF JUNE 22, 1994*
10 TYPE OF REPORTING PERSON
CO
<PAGE>3
14D-1 and 13D
CUSIP No. 019076108
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NATIONAL HEALTH LABORATORIES INCORPORATED
(84-0611484)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
3 SEC USE ONLY
4 SOURCES OF FUNDS
AF, BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,361,409
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
APPROXIMATELY 99.6% OF THE SHARES OUTSTANDING AS
OF JUNE 22, 1994*
10 TYPE OF REPORTING PERSON
CO
* On June 22, 1994, N Acquisition Corp. (the
"Purchaser"), a wholly owned subsidiary of National
Health Laboratories Incorporated ("Parent"), accepted
for payment 8,361,409 shares of common stock, par value
$.01 per share (the "Shares"), of Allied Clinical
Laboratories, Inc., a Delaware corporation (the
"Company"), representing all the Shares tendered as of
Midnight, New York City time, on June 21, 1994,
pursuant to the Purchaser's tender offer for all
outstanding Shares for a price of $21.50 per Share net
to the seller in cash.
<PAGE>4
National Health Laboratories Incorporated
("Parent") and N Acquisition Corp. (the "Purchaser") hereby
amend and supplement their combined Tender Offer Statement
on Schedule 14D-1 and Statement on Schedule 13D originally
filed on May 9, 1994, as amended by Amendment No. 1 thereto
filed on May 25, 1994 and Amendment No. 2 thereto filed on
June 8, 1994 (as so amended, the "Statement"), with respect
to an offer (the "Offer") to purchase all outstanding shares
of common stock, par value $0.01 per share (the "Shares"),
of the Company on the terms described in the Offer to
Purchase dated May 9, 1994 and the Supplement thereto dated
June 8, 1994 that are included as exhibits to the Statement.
This Amendment No. 3 constitutes the final amendment to the
Statement. Capitalized terms not defined herein have the
meanings assigned thereto in the Statement.
Item 10. Additional Information.
(f) On June 22, 1994, Parent issued a press
release announcing that (i) the Purchaser's Offer had
expired pursuant to its terms at Midnight, New York City
time on June 21, 1994, at which time 8,361,409 Shares,
representing in excess of 99% of the outstanding Shares, had
been tendered pursuant to the Offer and (ii) the Purchaser
had accepted for payment all such tendered Shares. A copy of
the press release is attached hereto as Exhibit (a)(15) and
is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(15) Text of Press Release dated June 22, 1994, issued
by Parent.
<PAGE>5
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: June 22, 1994
N ACQUISITION CORP.,
By: /s/ James R. Maher
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Name: James R. Maher
Title: President and
Chief Executive
Officer
NATIONAL HEALTH LABORATORIES
INCORPORATED,
By: /s/ James R. Maher
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Name: James R. Maher
Title: President and
Chief Executive
Officer
<PAGE>6
EXHIBIT INDEX
Sequentially
Exhibit Description Numbered Page
(a)(15) Text of Press Release dated June 22, 7
1994, issued by Parent.
EXHIBIT (a)(15)
FOR IMMEDIATE RELEASE
NATIONAL HEALTH LABORATORIES ANNOUNCES
SUCCESSFUL TENDER OFFER FOR
ALLIED CLINICAL LABORATORIES
La Jolla, California, June 22, 1994 -- National
Health Laboratories Incorporated (NYSE: NH) announced today
that its cash tender offer at $21.50 per share for all
shares of Allied Clinical Laboratories, Inc.'s
(NASDAQ: ACLB) common stock has resulted in 8,361,409 shares
of Allied common stock, representing in excess of 99% of
outstanding shares, being tendered as of midnight, New York
City time, on Tuesday, June 21, 1994, at which time the
offer and withdrawal rights expired.
National Health Laboratories Incorporated has
accepted the tendered shares for payment and anticipates
prompt payment for such shares and prompt consummation of
the second-step merger with Allied Clinical Laboratories,
Inc.
# # #
Contacts: National Health Laboratories
Walter Montgomery
212/484-6721
Allied Clinical Laboratories
Gerard M. Hayden, Jr.
615/320-2648
