<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 2
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
----------------
ALLIED CLINICAL LABORATORIES, INC.
(NAME OF SUBJECT COMPANY)
----------------
N ACQUISITION CORP.
NATIONAL HEALTH LABORATORIES INCORPORATED
(BIDDERS)
----------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
----------------
019076108
(CUSIP NUMBER OF CLASS OF SECURITIES)
----------------
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 PERSONS 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
Page 1 of pages.
Exhibit Index on page .
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
National Health Laboratories Incorporated ("Parent") and its wholly owned
subsidiary, 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 (as so amended, the "Statement"), 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 (the
"Company"), as set forth in this Amendment No. 2. Capitalized terms not defined
herein have the meanings assigned thereto in the Statement.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(b) The Purchaser has amended and supplemented the Offer to Purchase and is
now offering to purchase all outstanding Shares for $21.50 per Share net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase, as amended and supplemented by the Supplement dated June 8,
1994 (the "Supplement"), and in the related Letter of Transmittal (which
collectively constitute the "Offer"). A copy of the Supplement is attached
hereto as Exhibit (a)(10) and is incorporated herein by reference.
(c) The information set forth in Section 5 ("Price Range of the Shares") of
the Supplement is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(b) The information set forth in Section 9 ("Further Contacts with the
Company") of the Supplement is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) and (b) The information set forth in Section 8 ("Source and Amount of
Funds") of the Supplement is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Although the Purchaser and Parent do not believe that their financial
condition or the financial condition of their affiliates is material to a
decision by a security holder of the Company whether to sell, tender or hold
Shares, consolidated financial information with respect to Parent is included
in Section 6 ("Certain Information Concerning the Purchaser and Parent") of the
Supplement and such information and the consolidated financial statements of
Parent in Parent's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 and in Parent's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1994 are incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(f) On June 8, 1994, Parent and the Company issued a press release announcing
that they had entered into an agreement to amend the Merger Agreement in order
to extend the expiration date of the Offer, to reduce the Offer Price and to
make certain other amendments to the Merger Agreement. A copy of the press
release and a copy of such agreement are attached hereto as Exhibits (a)(14)
and (c)(7), respectively, and are incorporated herein by reference. On the same
date, the Purchaser and Parent entered into related amendments to their
respective Stock Option Agreements with Warburg Pincus Capital Company, L.P.
and with Haywood D. Cochrane, Jr., a copy of which amendments are attached
hereto as Exhibits (c)(8) and (c)(9), respectively, and are incorporated herein
by reference.
The information set forth in the Supplement and the revised Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(10) and
(a)(11), respectively, is also incorporated herein by reference.
2
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<C> <S>
(a)(10) Supplement to Offer to Purchase dated June 8, 1994.
(a)(11) Revised Letter of Transmittal.
(a)(12) Revised Letter to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
(a)(13) Revised Letter to Clients for Use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
(a)(14) Text of Press Release dated June 8, 1994, issued by the Company and
Parent.
(c)(7) Agreement dated as of June 7, 1994, among the Purchaser, Parent and
the Company.
(c)(8) Amendment dated as of June 7, 1994, to Stock Option Agreement dated as
of May 3, 1994, among the Purchaser, Parent and Warburg, Pincus
Capital Company, L.P.
(c)(9) Amendment dated as of June 7, 1994, to Stock Option Agreement dated as
of May 3, 1994, among the Purchaser, Parent and Haywood D. Cochrane,
Jr.
(d) None.
(e) Not applicable.
(f) None.
</TABLE>
3
<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: June 8, 1994
N ACQUISITION CORP.
/s/ James R. Maher
By: _________________________________
Name:James R. Maher
Title:President and Chief
Executive Officer
NATIONAL HEALTH LABORATORIES
INCORPORATED
/s/ James R. Maher
By: _________________________________
Name:James R. Maher
Title:President and Chief
Executive Officer
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER EXHIBIT NAME NUMBER
------- ------------ ------
<C> <S> <C>
(a)(10) Supplement to Offer to Purchase dated June 8, 1994.
(a)(11) Revised Letter of Transmittal.
(a)(12) Revised Letter to Brokers, Dealers, Banks, Trust Companies
and Other Nominees.
(a)(13) Revised Letter to Clients for Use by Brokers, Dealers, Banks,
Trust Companies and Other Nominees.
(a)(14) Text of Press Release dated June 8, 1994, issued by the
Company and Parent.
(c)(7) Agreement dated as of June 7, 1994, among the Purchaser,
Parent and the Company.
(c)(8) Amendment dated as of June 7, 1994, to Stock Option Agreement
dated as of May 3, 1994, among the Purchaser, Parent and
Warburg, Pincus Capital Company, L.P.
(c)(9) Amendment dated as of June 7, 1994, to Stock Option Agreement
dated as of May 3, 1994, among the Purchaser, Parent and
Haywood D. Cochrane, Jr.
(d) None.
(e) Not applicable.
(f) None.
</TABLE>
<PAGE>
- -------------------------------------------------------------------------------
IMPORTANT NOTICE TO STOCKHOLDERS OF ALLIED CLINICAL LABORATORIES, INC.
- -------------------------------------------------------------------------------
N Acquisition Corp.
a Wholly Owned Subsidiary of
National Health Laboratories Incorporated
Has Amended its Offer to Purchase
and Is Now Offering to Purchase
All Outstanding Shares of Common Stock
of
Allied Clinical Laboratories, Inc.
at
$21.50 Net Per Share
---------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, JUNE 21, 1994, UNLESS EXTENDED.
---------------
THE BOARD OF DIRECTORS OF ALLIED CLINICAL LABORATORIES, INC. HAS, BY
UNANIMOUS VOTE OF THE DIRECTORS PRESENT, APPROVED THE OFFER AND THE MERGER
REFERRED TO HEREIN AND DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER
ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY AND
RECOMMENDS THAT STOCKHOLDERS OF THE COMPANY ACCEPT THE OFFER AND TENDER THEIR
SHARES.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF
SHARES WHICH, TOGETHER WITH THE OPTIONED SHARES REFERRED TO HEREIN, WOULD
REPRESENT, ON A FULLY DILUTED BASIS, AT LEAST A MAJORITY OF ALL OUTSTANDING
SHARES.
---------------
IMPORTANT
Any stockholder desiring to tender all or any portion of such stockholder's
Shares should either (1) complete and sign the Letter of Transmittal or a
facsimile copy thereof in accordance with the instructions in the Letter of
Transmittal, have such stockholder's signature thereon guaranteed if required
by Instruction 1 to the Letter of Transmittal, mail or deliver the Letter of
Transmittal or such facsimile and any other required documents to the
Depositary and either deliver the certificates for such Shares to the
Depositary along with the Letter of Transmittal or facsimile or deliver such
Shares pursuant to the procedure for book-entry transfer set forth in Section
2 of the Offer to Purchase or (2) request such stockholder's broker, dealer,
bank, trust company or other nominee to effect the transaction for such
stockholder. A stockholder having Shares registered in the name of a broker,
dealer, bank, trust company or other nominee must contact such broker, dealer,
bank, trust company or other nominee if such stockholder desires to tender
such Shares.
A stockholder who desires to tender Shares and whose certificates for such
Shares are not immediately available or who cannot comply in a timely manner
with the procedure for book-entry transfer, or who cannot deliver all required
documents to the Depositary prior to the expiration of the Offer, may tender
such Shares by following the procedure for guaranteed delivery set forth in
Section 2 of the Offer to Purchase.
Any Shares previously validly tendered and not withdrawn have been validly
tendered for purposes of the Offer. See Section 2 of this Supplement.
Questions and requests for assistance or for additional copies of any
documents relating to the Offer described herein may be directed to the
Information Agent or to the Dealer Manager at their respective addresses and
telephone numbers set forth on the back cover of this Supplement.
---------------
The Dealer Manager for the Offer is:
MORGAN STANLEY & CO.
Incorporated
June 8, 1994
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Introduction............................................................... 1
1. Amended Terms of the Offer............................................. 2
2. Procedure for Tendering Shares......................................... 2
3. Withdrawal Rights...................................................... 3
4. Acceptance for Payment and Payment..................................... 3
5. Price Range of the Shares.............................................. 4
6. Certain Information Concerning the Company............................. 4
7. Certain Information Concerning the Purchaser and Parent................ 5
8. Source and Amount of Funds............................................. 5
9. Further Contacts with the Company...................................... 6
10. Amended Conditions of the Offer........................................ 7
11. Miscellaneous.......................................................... 8
</TABLE>
<PAGE>
To the Holders of Common Stock of Allied Clinical Laboratories, Inc.:
INTRODUCTION
This Supplement amends and supplements the Offer to Purchase dated May 9,
1994 (the "Offer to Purchase"), of N Acquisition Corp., a Delaware corporation
(the "Purchaser") and a wholly owned subsidiary of National Health Laboratories
Incorporated, a Delaware corporation ("Parent"), pursuant to which the
Purchaser is offering to purchase all outstanding shares of common stock, par
value $.01 per share (the "Shares"), of Allied Clinical Laboratories, Inc., a
Delaware corporation (the "Company"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, this Supplement and in the
related Letter of Transmittal (which collectively constitute the "Offer"). The
Purchaser is now offering to purchase all outstanding Shares at $21.50 per
Share (the "Offer Price"), net to the seller in cash. The Offer continues to be
governed by the terms and conditions set forth in the Offer to Purchase, this
Supplement and the related Letter of Transmittal. Accordingly, this Supplement
should be read in conjunction with the Offer to Purchase and the Letter of
Transmittal, copies of which may be obtained at the Purchaser's expense in the
manner set forth on the back cover of this Supplement.
THE BOARD OF DIRECTORS OF THE COMPANY HAS, BY UNANIMOUS VOTE OF THE DIRECTORS
PRESENT, APPROVED THE OFFER AND THE MERGER (AS DEFINED BELOW) AND DETERMINED
THAT THE TERMS OF THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST
INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY AND RECOMMENDS THAT STOCKHOLDERS
OF THE COMPANY ACCEPT THE OFFER AND TENDER THEIR SHARES.
ALEX. BROWN & SONS INCORPORATED, THE COMPANY'S FINANCIAL ADVISOR ("ALEX.
BROWN"), HAS DELIVERED TO THE BOARD OF DIRECTORS OF THE COMPANY ITS WRITTEN
OPINION TO THE EFFECT THAT THE CASH CONSIDERATION TO BE RECEIVED IN EACH OF THE
OFFER AND THE MERGER IS FAIR, FROM A FINANCIAL POINT OF VIEW, TO THE
STOCKHOLDERS OF THE COMPANY AS OF THE DATE OF DELIVERY OF SUCH OPINION. SUCH
OPINION IS SET FORTH IN FULL AS AN EXHIBIT TO THE COMPANY'S AMENDMENT NO. 1 TO
ITS SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 (THE "SCHEDULE 14D-
9 AMENDMENT"), WHICH IS BEING MAILED TO STOCKHOLDERS OF THE COMPANY HEREWITH.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN SECTION
1) THAT NUMBER OF SHARES (THE "MINIMUM NUMBER OF SHARES") WHICH, TOGETHER WITH
THE OPTIONED SHARES (AS DEFINED BELOW), WOULD REPRESENT, ON A FULLY DILUTED
BASIS, AT LEAST A MAJORITY OF ALL OUTSTANDING SHARES (THE "MINIMUM TENDER
CONDITION"). THE PURCHASER RESERVES THE RIGHT (SUBJECT TO OBTAINING THE CONSENT
OF THE COMPANY AND THE APPLICABLE RULES AND REGULATIONS OF THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION")), WHICH IT PRESENTLY HAS NO INTENTION OF
EXERCISING, TO WAIVE OR REDUCE THE MINIMUM TENDER CONDITION AND TO ELECT TO
PURCHASE, PURSUANT TO THE OFFER, LESS THAN THE MINIMUM NUMBER OF SHARES. SEE
SECTION 10 OF THIS SUPPLEMENT FOR INFORMATION REGARDING AMENDED CONDITIONS WITH
RESPECT TO THE OFFER.
The Offer is being made pursuant to the Agreement and Plan of Merger dated as
of May 3, 1994, as amended by an agreement dated as of June 7, 1994 (the
"Merger Agreement Amendment") (as so amended, the "Merger Agreement"), among
Parent, the Purchaser and the Company pursuant to which, following the
consummation of the Offer and the satisfaction or waiver of certain conditions,
the Purchaser will be merged with and into the Company, with the Company
surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). In
the Merger, each outstanding Share (other than Shares owned by the Company as
treasury stock or by any subsidiary of the Company, Parent, the Purchaser or
any other subsidiary of Parent or by stockholders, if any, who are entitled to
and who properly exercise dissenters' rights under Delaware law) will be
converted into the right to receive the Offer Price in cash, without interest
(the "Merger Consideration"). See Section 12 of the Offer to Purchase.
1
<PAGE>
The Merger is subject to a number of conditions, including approval by
stockholders of the Company, if such approval is required by applicable law. In
the event the Purchaser acquires 90% or more of the outstanding Shares pursuant
to the Offer or otherwise, the Purchaser would be able to effect the Merger
pursuant to the short-form merger provisions of the Delaware General
Corporation Law (the "DGCL"), without prior notice to, or any action by, any
other stockholder of the Company. See Section 12 of the Offer to Purchase.
Stockholders who have not tendered or who have withdrawn their Shares, and
who wish to tender their Shares pursuant to the revised terms of the Offer, may
use either the BLUE Letter of Transmittal that is provided with this Supplement
or the GREEN Letter of Transmittal that was provided with the Offer to Purchase
when tendering their Shares pursuant to the Offer. In either case, such tender
will be deemed made pursuant to the revised terms of the Offer. All Shares
previously validly tendered have been validly tendered pursuant to the revised
terms of the Offer, unless withdrawn by the stockholders thereof in accordance
with Section 3 of this Supplement and the Offer to Purchase. See Section 2 of
this Supplement.
1. AMENDED TERMS OF THE OFFER
Upon the terms and subject to the conditions of the Offer, the Purchaser will
accept for payment and pay for all Shares validly tendered prior to the
Expiration Date and not theretofore withdrawn in accordance with Section 3 of
this Supplement and the Offer to Purchase. The term "Expiration Date" means
12:00 Midnight, New York City time, on Tuesday, June 21, 1994, unless and until
the Purchaser shall have extended the period of time during which the Offer is
open, in which event the term "Expiration Date" shall mean the latest time and
date at which the Offer, as so extended by the Purchaser, shall expire.
Consummation of the Offer is conditioned upon, among other things,
satisfaction of the Minimum Tender Condition. Based on information provided to
the Purchaser by the Company, the Purchaser believes that the number of
outstanding Shares on a fully diluted basis is 9,669,539 and, therefore, the
Minimum Tender Condition will be satisfied if at least 2,066,922 Shares (other
than the Optioned Shares) are validly tendered and not withdrawn prior to the
Expiration Date. Subject to the terms and conditions contained in the Merger
Agreement, the Purchaser reserves the right (but shall not be obligated) to
waive any or all such conditions. However, if the Purchaser (with the Company's
consent) waives or amends the Minimum Tender Condition during the last five
business days during which the Offer is open, the Purchaser will be required to
extend the Expiration Date so that the Offer will remain open for at least five
business days after the announcement of such waiver or amendment is first
published, sent or given to holders of Shares. As described in Section 2 of the
Offer to Purchase, the Purchaser had the right, among others, under the
original terms of the Merger Agreement to extend the Offer for any reason
without the consent of the Company for an aggregate period of not more than
five business days beyond the latest expiration date permitted under the Merger
Agreement. Under the Merger Agreement Amendment, the Purchaser has agreed that
it will only be permitted to exercise such five-day extension if it reasonably
determines such extension to be necessary to acquire 90% or more of the
outstanding Shares pursuant to the Offer.
2. PROCEDURE FOR TENDERING SHARES
Procedures for tendering Shares are set forth in Section 2 of the Offer to
Purchase, as amended and supplemented by this Section 2 of this Supplement.
Stockholders who have not previously validly tendered their Shares or who
have withdrawn their Shares may use either the BLUE Letter of Transmittal that
is provided with this Supplement or the GREEN Letter of Transmittal that was
provided with the Offer to Purchase when tendering their Shares pursuant to the
Offer. In either case, such tender will be deemed made pursuant to the revised
terms of the Offer.
All Shares previously validly tendered and not withdrawn have been validly
tendered for purposes of the Offer. Therefore, holders of Shares who have
previously validly tendered and not withdrawn their Shares
2
<PAGE>
and who wish to have such Shares accepted for payment pursuant to the Offer
need not take any further action to receive the cash price of $21.50 per Share,
except for complying with the procedure for guaranteed delivery if such
procedure is being used. Any stockholder having questions regarding procedures
for withdrawing Shares should contact the Information Agent at its telephone
numbers set forth on the back cover of this Supplement.
For purposes of this Supplement, all references in the Offer to Purchase and
this Supplement to the Letter of Transmittal shall be deemed to be references
to either the BLUE Letter of Transmittal or the GREEN Letter of Transmittal, as
the case may be, and all references in this Supplement to the revised Letter of
Transmittal shall be deemed to be references to the BLUE Letter of Transmittal.
Tendering stockholders may continue to use the copies of the Notice of
Guaranteed Delivery that were provided with the Offer to Purchase. Stockholders
will now be able to tender (or withdraw) their Shares pursuant to the Offer
until Midnight, New York City time, on Tuesday, June 21, 1994 (or such later
date to which the Offer may be extended).
3. WITHDRAWAL RIGHTS
As described in Section 3 of the Offer to Purchase, except as otherwise
provided in this Section 3 and in Section 3 of the Offer to Purchase, tenders
of Shares are irrevocable. Shares tendered pursuant to the Offer may be
withdrawn pursuant to the procedures set forth below at any time prior to the
Expiration Date and, unless theretofore accepted for payment and paid for by
the Purchaser pursuant to the Offer, may also be withdrawn at any time after
July 7, 1994.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of this Supplement and must
specify the name of the person having tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name of the registered holder of the
Shares to be withdrawn, if different from the name of the person who tendered
the Shares. If certificates for Shares have been delivered or otherwise
identified to the Depositary, then, prior to the physical release of such
certificates, the serial numbers shown on such certificates must be submitted
to the Depositary and, unless such Shares have been tendered by an Eligible
Institution, the signatures on the notice of withdrawal must be guaranteed by
an Eligible Institution. If Shares have been delivered pursuant to the
procedure for book-entry transfer as set forth in Section 2 of this Supplement
and the Offer to Purchase, any notice of withdrawal must also specify the name
and number of the account at the appropriate Book-Entry Transfer Facility to be
credited with the withdrawn Shares and otherwise comply with such Book-Entry
Transfer Facility's procedures. Withdrawals of tenders of Shares may not be
rescinded, and any Shares properly withdrawn will thereafter be deemed not
validly tendered for purposes of the Offer. However, withdrawn Shares may be
retendered by again following one of the procedures described in Section 2 of
this Supplement and the Offer to Purchase, at any time prior to the Expiration
Date.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Purchaser in its sole
discretion, which determination will be final and binding. None of the
Purchaser, Parent, the Depositary, the Information Agent, the Dealer Manager or
any other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure
to give any such notification.
4. ACCEPTANCE FOR PAYMENT AND PAYMENT
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), the Purchaser will accept for payment and will pay for all Shares
validly tendered prior to the Expiration Date and not properly withdrawn in
accordance with Section 3 of this Supplement and the Offer to Purchase promptly
after the Expiration Date.
3
<PAGE>
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE
SHARES TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR
ANY DELAY IN MAKING SUCH PAYMENT.
5. PRICE RANGE OF THE SHARES
From May 9, 1994, the day on which the Purchaser commenced the Offer, through
June 7, 1994, the high and low last reported sales prices per Share as reported
by The Nasdaq National Market and the Dow Jones News Retrieval Service were $23
1/8 and $22 7/8, respectively. On June 7, 1994, the reported closing sale price
of the Shares on The Nasdaq National Market was $22 7/8 per Share. STOCKHOLDERS
ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.
6. CERTAIN INFORMATION CONCERNING THE COMPANY
Set forth below is certain selected consolidated financial information with
respect to the Company and its subsidiaries excerpted or derived from the
information contained in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 and the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 1994. More comprehensive financial
information is included in such reports and other documents filed by the
Company with the Commission, and the following summary is qualified in its
entirety by reference to such reports and such other documents and all the
financial information (including any related notes) contained therein. Such
reports and other documents should be available for inspection and copies
thereof should be obtainable in the manner set forth in Section 8 of the Offer
to Purchase.
ALLIED CLINICAL LABORATORIES, INC.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTH YEAR ENDED DECEMBER
ENDED MARCH 31, 31,
--------------- --------------------
1994 1993 1993 1992 1991
------- ------- ------ ------ ------
<S> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Net revenues............................. $ 46.2 $ 34.8 $163.0 $137.2 $102.2
Operating income......................... 4.7 4.5 15.6 16.3 11.4
Net income............................... 2.5 2.6 8.4 9.1 6.7
Net income per share..................... $ 0.30 $ 0.31 $ 1.00 $ 1.10 $ 0.82
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
------------- -------------
1994 1993 1993 1992
------ ------ ------ ------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Current assets..................................... $ 52.4 $ 55.6 $ 49.6 $ 58.1
Total assets....................................... 144.0 121.6 138.1 120.6
Current liabilities................................ 17.0 10.3 13.8 12.3
Long-term debt..................................... 24.7 24.6 24.7 24.7
Stockholders' equity............................... 94.7 83.2 92.2 80.5
</TABLE>
Except as otherwise stated in this Supplement or the Offer to Purchase, the
information concerning the Company contained herein or therein has been taken
from or based upon publicly available documents on file with the Commission and
other publicly available information. Although the Purchaser and Parent do not
have any knowledge that any such information is untrue, neither the Purchaser
nor Parent takes any responsibility for the accuracy or completeness of such
information or for any failure by the Company to disclose events that may have
occurred and may affect the significance or accuracy of any such information.
4
<PAGE>
7. CERTAIN INFORMATION CONCERNING THE PURCHASER AND PARENT
Set forth below is certain selected consolidated financial information with
respect to Parent and its subsidiaries excerpted or derived from the
information contained in Parent's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 and its Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1994. More comprehensive financial information
is included in such reports and other documents filed by Parent with the
Commission, and the following summary is qualified in its entirety by reference
to such reports and such other documents and all the financial information
(including any related notes) contained therein. Such reports and other
documents should be available for inspection and copies thereof should be
obtainable in the manner set forth in Section 9 of the Offer to Purchase.
NATIONAL HEALTH LABORATORIES INCORPORATED
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
------------------- -----------------------
1994 1993 1993 1992 1991
--------- --------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Net sales.......................... $ 185.0 $ 199.8 $ 760.5 $ 721.4 $ 603.9
Gross profit....................... 52.7 90.7 316.0 326.3 271.4
Operating income................... 18.6 57.3 185.5 64.1 165.8
Net earnings....................... 8.1 33.6 112.7 40.6 103.9
Earnings per common share.......... $ 0.10 $ 0.36 $ 1.26 $ 0.43 $ 1.05
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
------------- ---------------
1994 1993 1993 1992
------ ------ ------- -------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Current assets................................... $216.4 $187.2 $ 183.3 $ 179.6
Total assets..................................... 632.4 481.2 585.5 477.4
Current obligations.............................. 124.0 129.9 120.9 147.6
Long-term obligations............................ 366.3 138.6 323.8 117.3
Stockholders' equity............................. 142.1 212.7 140.8 212.5
</TABLE>
On June 7, 1994, the stockholders of Parent approved a proposed corporate
reorganization (the "Reorganization") of Parent, as a result of which National
Health Laboratories Holdings Inc., a Delaware corporation ("Holdings"), now
owns, through NHL Intermediate Holdings Corp. I, a Delaware corporation and a
wholly owned subsidiary of Holdings ("Intermediate Holdings I") and NHL
Intermediate Holdings Corp. II, a Delaware corporation and a newly formed,
wholly owned subsidiary of Intermediate Holdings I ("Intermediate Holdings
II"), all the outstanding capital stock of Parent. As a result, Holdings is now
the public company and the ultimate parent company, through two wholly owned,
intermediate holding companies, of Parent (and, by definition, the Purchaser).
8. SOURCE AND AMOUNT OF FUNDS
The total amount of funds required by the Purchaser to purchase all
outstanding Shares pursuant to the Offer and the Merger and to pay fees and
expenses related to the Offer and the Merger is estimated to be approximately
$199,500,000. Such amount will be obtained by the Purchaser from the sources
described below. As described in Section 10 of the Offer to Purchase, Citibank,
N.A. ("Citibank") has committed pursuant to a commitment letter dated May 3,
1994, between Parent and Citibank to provide (i) a revolving credit facility of
up to $350,000,000 and (ii) a term loan facility of $400,000,000 (collectively,
the "Facilities"), to finance, among other things, the acquisition of the
Shares in the Offer and the Merger. As a result of the reduction of the Offer
Price, the aggregate amount of the Facilities may be subject to reduction by an
amount to be agreed upon between Parent and Citibank.
5
<PAGE>
9. FURTHER CONTACTS WITH THE COMPANY
On May 9, 1994, the Purchaser commenced the Offer, which then provided for a
price of $23 per Share for all outstanding Shares (the "Original Offer"). At
the same time, the Company filed a Statement on Schedule 14D-9 (the "14D-9"),
in which the Company recommended that stockholders of the Shares tender their
Shares pursuant to the Original Offer.
See Section 11 of the Offer to Purchase, the combined Statement on Schedule
14D-1/Schedule 13D filed by the Purchaser on May 9, 1994 and the 14D-9 for a
description of the background of the Offer and of certain contacts between the
Purchaser and Parent and the Company prior to May 9, 1994. Such documents may
be obtained in the manner set forth in Section 11 of this Supplement.
As described in Section 15 of the Offer to Purchase, in April 1994, the
Company received a subpoena from the Office of Inspector General of the United
States Department of Health and Human Services requesting documents and certain
information regarding the Medicare billing practices of the Company's
Cincinnati, Ohio clinical laboratory with respect to certain cancer screening
tests. At the time of execution of the Merger Agreement on May 3, 1994, the
Company's internal investigation into these billing practices was in its early
stages. Nevertheless, prior to the execution of the Merger Agreement, extensive
conversations occurred among senior officers of the Company and the Company's
legal advisor for regulatory matters, on the one hand, and senior officers of
Parent and its representatives, on the other hand, regarding the Company's then
understanding of the nature of possible problems associated with its Ohio
billing practices. Following the execution of the Merger Agreement and in
connection with the Company's assembling of documents responsive to the
subpoena, Parent and the Company became aware that the nature of such possible
problems may have been both different and greater than earlier described. A
more thorough investigation than had yet been undertaken was then jointly
commenced by the parties.
On June 2, James R. Maher, President and Chief Executive Officer of Parent,
telephoned Haywood D. Cochrane, Jr., President and Chief Executive Officer of
the Company, to inform him that Parent believed that the facts relating to the
Company's Ohio billing practices that had been discovered since the execution
of the Merger Agreement might result in one or more of the conditions to the
Original Offer set forth in Section 14 of the Offer to Purchase not being
satisfied. Mr. Maher stated that, as a result, Parent and the Purchaser were
not prepared to go forward with the Offer and the Merger unless the parties
agreed to extend the expiration of the Offer for 30 days during which Parent
and the Company would continue their investigation as well as commence
conversations with the applicable regulatory authorities concerning the results
of the investigation to date. Under the terms of the Merger Agreement, more
than a five business day extension of the Offer requires the consent of the
Company, absent certain circumstances.
Following various discussions and negotiations in New York from June 2
through June 4 among Mr. Maher, Mr. Cochrane, John L. Vogelstein, President and
Vice Chairman of E.M. Warburg, Pincus & Co. ("Warburg"), an affiliate of the
principal stockholder of the Company, and numerous representatives of Parent,
the Company and Warburg and their respective legal counsel regarding these
issues, representatives of the Company informed representatives of Parent that
the Company disagreed with Parent's views regarding Parent's obligation under
the Merger Agreement to promptly consummate the Offer. Parent's representatives
were further advised that the management of the Company believed that the
granting of a 30-day extension, and the corresponding period of uncertainty as
to consummation of the Offer, would be detrimental to the business of the
Company. Accordingly, management was not prepared to grant the requested
extension without a significant narrowing of the conditions to the Offer, which
Parent was not prepared to accept.
On June 4, recognizing the uncertainties of litigation, which would likely
ensue absent a resolution of their differences, the parties commenced
negotiations regarding possible reductions in the Offer Price and the Merger
Consideration as well as certain other terms of the Offer and the Merger
Agreement. Such negotiations continued through June 7.
6
<PAGE>
On June 7, the parties executed the Merger Agreement Amendment to effect,
inter alia, the reduction in the Offer Price, the extension of the Offer and
the revisions to the conditions to the Offer. See Section 10 of this
Supplement. In the Merger Agreement Amendment, the Company also waived the
provisions of the confidentiality agreement previously entered into between the
parties which would have prohibited Parent prior to consummation of the Merger
from disclosing any facts concerning the Company to the applicable regulatory
authorities. Parent and the Company further agreed to make a joint presentation
to such authorities promptly following the date of this Supplement as to the
facts relating to the Company's Ohio billing practices that have been
discovered by Parent and the Company. The amended terms of the Offer were
publicly announced on June 8, 1994.
10. AMENDED CONDITIONS OF THE OFFER
Notwithstanding any other term of the Offer or the Merger Agreement, the
Purchaser will not be required to accept for payment or, subject to any
applicable rules and regulations of the Commission, including Rule 14e-1(c)
under the Exchange Act (relating to the Purchaser's obligation to pay for or
return tendered Shares after the termination or withdrawal of the Offer), to
pay for any Shares tendered pursuant to the Offer unless the Minimum Tender
Condition shall have been satisfied. Furthermore, notwithstanding any other
term of the Offer or the Merger Agreement, the Purchaser will not be required
to accept for payment or, subject as aforesaid, to pay for any Shares not
theretofore accepted for payment or paid for, and may terminate or amend the
Offer, with the consent of the Company or if, at any time on or after May 3,
1994, and before the acceptance of such Shares for payment or the payment
therefor, any of the following conditions exist:
(a) there shall be any statute, rule, regulation, judgment, order or
injunction enacted, entered, enforced, promulgated or deemed applicable to
the Offer, the Merger or the Option Agreements that (i) restrains or
prohibits the acquisition by Parent or the Purchaser of any Shares, the
making or consummation of the Offer or the Merger or the performance of any
of the other transactions contemplated by the Merger Agreement or the
Option Agreements, (ii) prohibits or materially limits the ownership or
operation by the Company, Parent or any of their respective subsidiaries of
a material portion of the business or assets of the Company and its
subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a
whole, or requires that the Company or Parent dispose of or hold separate
any material portion of the business or assets of the Company and its
subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a
whole, as a result of the Offer or any of the other transactions
contemplated by the Merger Agreement or the Option Agreements, (iii)
imposes material limitations on the ability of Parent or the Purchaser to
acquire or hold, or exercise full rights of ownership of, any Shares
accepted for payment pursuant to the Offer, including, without limitation,
the right to vote Shares accepted for payment by it on all matters properly
presented to the stockholders of the Company, (iv) prohibits Parent or any
of its subsidiaries from effectively controlling in any material respect
the business or operations of the Company and its subsidiaries, taken as a
whole;
(b) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, equity securities on the NYSE (excluding any
coordinated trading halt triggered solely as a result of a specified
decrease in a market index), (ii) any extraordinary adverse change in the
financial markets in the United States, (iii) a declaration of a banking
moratorium or any suspension of payments in respect of banks in the United
States, (iv) any material limitation (whether or not mandatory) by any
Governmental Entity on, or other event that materially affects, the
extension of credit by banks or other lending institutions, (v) a
commencement of a war or armed hostilities or other national or
international calamity directly involving the armed forces of the United
States on a scale greater than any other during the two-year period
preceding the date of the Merger Agreement or (vi) in the case of any of
the foregoing existing on the date of the Merger Agreement, a material
acceleration or worsening thereof;
(c)(i) the Board of Directors of the Company or any committee thereof
shall have withdrawn or modified in a manner adverse to Parent or the
Purchaser its approval or recommendation of the Offer, the Merger, the
Merger Agreement or the Option Agreements, or approved or recommended any
7
<PAGE>
Takeover Proposal, (ii) the Company shall have entered into any agreement
with respect to any Superior Proposal in accordance with Section 5.02(b) of
the Merger Agreement (as described under "The Merger Agreement--Takeover
Proposals" in Section 12) or (iii) the Board of Directors of the Company or
any committee thereof shall have resolved to take any of the foregoing
actions referred to in clause (i) above;
(d) the Company shall have failed to perform in any material respect any
obligation or to comply in any material respect with any agreement or
covenant of the Company to be performed or complied with by it under the
Merger Agreement; or
(e) the Merger Agreement shall have been terminated in accordance with
its terms;
which, in the reasonable good-faith judgment of the Purchaser or Parent, in any
such case, and regardless of the circumstances giving rise to any such
condition (other than any action or inaction by Parent or any of its
subsidiaries which constitutes a breach of the Merger Agreement), makes it
inadvisable to proceed with such acceptance for payment or payment.
The Merger Agreement provides that the foregoing conditions are for the sole
benefit of the Purchaser and Parent and may be asserted by the Purchaser or
Parent regardless of the circumstances giving rise to such condition (other
than any action or inaction by Parent or any of its subsidiaries which
constitutes a breach of the Merger Agreement) or may be waived by the Purchaser
and Parent in whole or in part at any time and from time to time in their sole
discretion. The failure by Parent, the Purchaser or any other affiliate of
Parent at any time to exercise any of the foregoing rights shall not be deemed
a waiver of any such right, the waiver of any such right with respect to
particular facts and circumstances shall not be deemed a waiver with respect to
any other facts and circumstances and each such right shall be deemed an
ongoing right that may be asserted at any time and from time to time.
11. MISCELLANEOUS
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. None of the Purchaser or Parent is aware of any jurisdiction
in which the making of the Offer or the tender of Shares in connection
therewith would not be in compliance with the laws of such jurisdiction. To the
extent the Purchaser or Parent becomes aware of any state law that would limit
the class of offerees in the Offer, the Purchaser will amend the Offer and,
depending on the timing of such amendment, if any, will extend the Offer to
provide adequate dissemination of such information to holders of Shares prior
to the expiration of the Offer. In any jurisdiction the securities, blue sky or
other laws of which require the Offer to be made by a licensed broker or
dealer, the Offer is being made on behalf of the Purchaser by the Dealer
Manager or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
As stated in the Offer to Purchase, the Purchaser may from time to time
choose or be required to make public announcements relating to the Offer.
Without limiting the manner in which the Purchaser may choose to make any
public announcement, the Purchaser will have no obligation to publish,
advertise or otherwise communicate any such public announcement other than by
making a release to the Dow Jones News Service, subject to the Purchaser's
obligations under Rule 14d-4(c) under the Exchange Act (relating to the
Purchaser's obligation to disseminate public announcements concerning material
changes to the Offer to Purchase), if such rule is applicable.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON BEHALF OF THE PURCHASER OR PARENT NOT CONTAINED HEREIN OR IN
THE OFFER TO PURCHASE OR IN THE REVISED LETTER OF TRANSMITTAL AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED.
The Purchaser or Parent have filed with the Commission amendments to the
Schedule 14D-1 pursuant to Rule 14d-3 under the Exchange Act, furnishing
certain additional information with respect to the Offer.
8
<PAGE>
In addition, the Company has filed with the Commission the Schedule 14D-9
Amendment pursuant to Rule 14d-9 under the Exchange Act, setting forth its
recommendation with respect to the Offer and the reasons for such
recommendation and furnishing certain additional related information. Such
Schedules and any amendments thereto, including exhibits, should be available
for inspection and copies should be obtainable in the manner set forth in
Section 8 of the Offer to Purchase (except that they will not be available at
the regional offices of the Commission).
EXCEPT AS AMENDED AND SUPPLEMENTED HEREBY, ALL PROVISIONS OF THE OFFER REMAIN
IN FULL FORCE AND EFFECT.
N ACQUISITION CORP.
June 8, 1994
9
<PAGE>
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal, certificates for Shares and any other
required documents should be sent or delivered by each stockholder of the
Company or such stockholder's broker, dealer, bank, trust company or other
nominee to the Depositary at one of its addresses set forth below.
The Depositary for the Offer is:
CHEMICAL BANK
By Hand/Overnight Courier: By Mail:
Chemical Bank Chemical Bank
55 Water Street Reorganization Department
Second Floor--Room 234 P.O. Box 3085
New York, NY 10041 G.P.O. Station
Attn: Reorganization Department New York, NY 10116-3085
Facsimile Transmission Confirm by Telephone:
(for Eligible Institutions only): (212) 613-7137
(212) 629-8015 (212) 613-7608
(212) 629-8016 (Call Collect)
Questions and requests for assistance or for additional copies of the Offer
to Purchase, this Supplement, the Letter of Transmittal and the Notice of
Guaranteed Delivery may be directed to the Information Agent or the Dealer
Manager at their respective telephone numbers and locations listed below. You
may also contact your broker, dealer, bank, trust company or other nominee for
assistance concerning the Offer.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street 37 Sun Street
New York, NY 10005 London, England EC2 2PY
(800) 669-5550 (Toll Free) 011-4471-247-8263 (Collect)
The Dealer Manager for the Offer is:
MORGAN STANLEY & CO.
Incorporated
1251 Avenue of the Americas
New York, NY 10020
(212) 703-6137
<PAGE>
IMPORTANT: ALL STOCKHOLDERS WHO HAVE NOT PREVIOUSLY VALIDLY TENDERED THEIR
SHARES OR WHO HAVE WITHDRAWN THEIR SHARES MAY USE EITHER THIS LETTER OF
TRANSMITTAL OR THE GREEN LETTER OF TRANSMITTAL THAT WAS ORIGINALLY PROVIDED
WITH THE OFFER TO PURCHASE WHEN TENDERING THEIR SHARES PURSUANT TO THE OFFER
(AS DEFINED BELOW). STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED AND NOT
WITHDRAWN THEIR SHARES AND WHO WISH TO HAVE THEIR SHARES ACCEPTED FOR PAYMENT
IN THE OFFER NEED NOT COMPLETE THIS LETTER OF TRANSMITTAL.
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
of
Allied Clinical Laboratories, Inc.
Pursuant to the Offer to Purchase Dated May 9, 1994, As Amended
by
N Acquisition Corp.
a Wholly Owned Subsidiary of
National Health Laboratories Incorporated
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, JUNE 21, 1994, UNLESS EXTENDED.
The Depositary:
CHEMICAL BANK
By Hand/Overnight Courier: By Mail:
Chemical Bank 55 Water Street--2nd Chemical Bank Reorganization
Floor, Room 234 New York, N.Y. 10041 Department P.O. Box 3085--G.P.O.
Attention: Reorganization Department Station New York, N.Y. 10116-3085
Facsimile Transmission (for Eligible Confirm by Telephone:
Institutions only): (212) 613-7137
(212) 629-8015 (212) 613-7608
(212) 629-8016 (Call Collect)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used either if certificates are to be
forwarded herewith or if delivery of Shares (as defined below) is to be made
by book-entry transfer to an account maintained by the Depositary at a Book-
Entry Transfer Facility as defined in and pursuant to the procedures set forth
in Section 2 of the Offer to Purchase and Section 2 of the Supplement dated
June 8, 1994 (the "Supplement"). Stockholders who deliver Shares by book-entry
transfer are referred to herein as "Book-Entry Stockholders" and other
stockholders are referred to herein as "Certificate Stockholders".
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver either the certificates for, or a Book-Entry Confirmation
(as defined in Section 2 of the Offer to Purchase) with respect to, their
Shares and all other documents required hereby to the Depositary prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase) must tender
their Shares in accordance with the guaranteed delivery procedures set forth
in Section 2 of the Offer to Purchase. See Instruction 2.
<PAGE>
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE
TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution ___________________________________________
Check Box of Book-Entry Transfer Facility:
[_]The Depository Trust Company
[_]Midwest Securities Trust Company
[_]Philadelphia Depository Trust Company
Account Number _________________________________________________________
Transaction Code Number ________________________________________________
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s) _________________________________________
Date of Execution of Notice of Guaranteed Delivery _____________________
Name of Institution that Guaranteed Delivery ___________________________
If delivered by Book-Entry Transfer check box of Book-Entry Transfer
Facility:
[_]The Depository Trust Company
[_]Midwest Securities Trust Company
[_]Philadelphia Depository Trust Company
Account Number _______________________________________________________
Transaction Code Number ______________________________________________
DESCRIPTION OF SHARES TENDERED
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NAME(S) AND
ADDRESS(ES) OF
REGISTERED
HOLDERS (PLEASE
FILL IN, IF
BLANK, EXACTLY
AS
NAME(S)
APPEAR(S) ON SHARES TENDERED
CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
- -------------------------------------------------------------------------
TOTAL NUMBER OF
SHARES REPRESENTED
CERTIFICATE BY NUMBER OF SHARES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
---------------------------------
---------------------------------
---------------------------------
---------------------------------
---------------------------------
---------------------------------
<S> <C> <C> <C>
TOTAL SHARES
</TABLE>
- --------------------------------------------------------------------------------
(1) Need not be completed by Book-Entry Stockholders.
(2) Unless otherwise indicated, it will be assumed that all Shares
described above are being tendered. See Instruction 4.
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to N Acquisition Corp., a Delaware corporation
(the "Purchaser") and a wholly owned subsidiary of National Health Laboratories
Incorporated, a Delaware corporation ("Parent"), the above-described shares of
common stock, par value $.01 per share (the "Shares"), of Allied Clinical
Laboratories, Inc., a Delaware corporation (the "Company"), pursuant to the
Purchaser's offer to purchase all outstanding Shares at a revised price of
$21.50 per Share, net to the seller in cash, in accordance with the terms and
conditions of the Purchaser's Offer to Purchase dated May 9, 1994, as
supplemented by the Supplement (the "Offer to Purchase"), and this Letter of
Transmittal (which, together with any amendments or supplements thereto or
hereto, collectively constitute the "Offer"), receipt of which is hereby
acknowledged.
Upon the terms of the Offer, subject to, and effective upon, acceptance for
payment of, and payment for, the Shares tendered herewith in accordance with
the terms of the Offer (including, if the Offer is extended or amended, the
terms or conditions of any such extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Purchaser all right,
title and interest in and to all the Shares that are being tendered hereby (and
any and all other Shares or other securities or rights issued or issuable in
respect of such Shares on or after May 3, 1994) and irrevocably constitutes and
appoints the Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares (and any such other Shares or
securities or rights), with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), to (a)
deliver certificates for such Shares (and any such other Shares or securities
or rights) or transfer ownership of such Shares (and any such other Shares or
securities or rights) on the account books maintained by a Book-Entry Transfer
Facility together, in any such case, with all accompanying evidences of
transfer and authenticity to, or upon the order of, the Purchaser, (b) present
such Shares (and any such other Shares or securities or rights) for transfer on
the Company's books and (c) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Shares (and any such other Shares or
securities or rights), all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the tendered Shares
(and any and all Shares or other securities or rights issued or issuable in
respect of such Shares on or after May 3, 1994), and, when the same are
accepted for payment by the Purchaser, the Purchaser will acquire good title
thereto, free and clear of all liens, restrictions, claims and encumbrances.
The undersigned will, upon request, execute any additional documents deemed by
the Depositary or the Purchaser to be necessary or desirable to complete the
sale, assignment and transfer of the tendered Shares (and any such other Shares
or other securities or rights).
All authority conferred or agreed to be conferred pursuant to this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators, trustees in bankruptcy and legal representatives of the
undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. Except as stated in the Offer to Purchase, this
tender is irrevocable.
The undersigned hereby irrevocably appoints James R. Maher, David C. Flaugh
and James G. Richmond, and each of them, and any other designees of the
Purchaser, the attorneys-in-fact and proxies of the undersigned, each with full
power of substitution, to vote at any annual, special or adjourned meeting of
the Company's stockholders or otherwise in such manner as each such attorney
and proxy or his substitute shall in his sole discretion deem proper with
respect to, to execute any written consent concerning any matter as each such
attorney and proxy or his substitute shall in his sole discretion deem proper
with respect to, and to otherwise act as each such attorney and proxy or his
substitute shall in his sole discretion deem proper with respect to, all the
Shares tendered hereby that have been accepted for payment by the Purchaser
prior to the time any such action is taken and with respect to which the
undersigned is entitled to vote (and with respect to any and all other Shares
or other securities or rights issued or issuable in respect of such Shares on
or after May 3, 1994). This appointment is effective when, and only to the
extent that, the Purchaser accepts for payment such Shares as provided in the
Offer to Purchase. This power of attorney and proxy are irrevocable and are
granted in consideration of the acceptance for payment of such Shares in
accordance with the terms of the Offer. Such acceptance for payment shall,
without further action, revoke all prior powers of attorney and proxies
appointed by the undersigned at any time with respect to such Shares (and any
such other Shares or securities or rights) and no subsequent powers of attorney
or proxies will be appointed by the undersigned, or be effective, with respect
thereto.
The undersigned understands that the valid tender of Shares pursuant to any
one of the procedures described in Section 2 of the Supplement and the Offer to
Purchase and in the Instructions hereto will constitute a binding agreement
between the undersigned and the Purchaser upon the terms and subject to the
conditions of the Offer.
Unless otherwise indicated herein under "Special Payment Instructions",
please issue the check for the purchase price and/or return any certificates
for Shares not tendered or accepted for payment in the name(s) of the
registered holder(s) appearing under "Description of Shares Tendered".
Similarly, unless otherwise indicated under "Special Delivery Instructions",
please mail the check for the purchase price and/or return any certificates for
Shares not tendered or accepted for payment (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing under
"Description of Shares Tendered". In the event that both the Special Delivery
Instructions and the Special Payment Instructions are completed, please issue
the check for the purchase price and/or return any certificates for Shares not
tendered or accepted for payment (and any accompanying documents, as
appropriate) in the name of, and deliver such check and/or return such
certificates (and any accompanying documents, as appropriate) to the person or
persons so indicated. Unless otherwise indicated herein under "Special Payment
Instructions", in the case of a book-entry delivery of Shares, please credit
the account maintained at the Book-Entry Transfer Facility indicated above with
any Shares not accepted for payment. The undersigned recognizes that the
Purchaser has no obligation pursuant to the Special Payment Instructions to
transfer any Shares from the name of the registered holder thereof if the
Purchaser does not accept for payment any of the Shares so tendered.
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS (SEE SPECIAL DELIVERY INSTRUCTIONS
INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certifi-
To be completed ONLY if certifi- cates for Shares not tendered or
cates for Shares not tendered or not accepted for payment and/or
not accepted for payment and/or the check for the purchase price
the check for the purchase price of Shares accepted for payment
of Shares accepted for payment are to be sent to someone other
are to be issued in the name of than the undersigned or to the
someone other than the under- undersigned at an address other
signed, or if Shares delivered by than that indicated above.
book-entry transfer that are not
accepted for payment are to be
returned by credit to an account
maintained at a Book-Entry Trans-
fer Facility other than the ac-
count indicated above.
Mail check and/or certificate(s)
to:
Name: ____________________________
(PLEASE PRINT)
Address: _________________________
Issue check and/or certificate(s) ----------------------------------
to: __________________________________
(INCLUDE ZIP CODE)
Name: ____________________________
(PLEASE PRINT)
Address: _________________________
__________________________________
__________________________________
(INCLUDE ZIP CODE)
__________________________________
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
[_]Credit unpurchased Shares
delivered by book-entry
transfer to the Book-Entry
Transfer Facility account set
forth below.
Check appropriate box:
[_]The Depository Trust Company
[_]Midwest Securities Trust Company
[_]Philadelphia Depository Trust Company
----------------------------------
(ACCOUNT NUMBER)
<PAGE>
SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
_____________________________________________________
(RIGHT ARROW) _____________________________________________________ (LEFT ARROW)
(SIGNATURE(S) OF STOCKHOLDER(S))
Dated: ________ , 1994
(Must be signed by registered holder(s) as name(s)
appear(s) on the certificate(s) for the Shares or on a
security position listing or by person(s) authorized
to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by
trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity,
please provide the following information and see
Instruction 5.)
Name(s)_______________________________________________
(PLEASE PRINT)
Capacity (Full Title) ________________________________
Address_______________________________________________
______________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No. __________________________
Taxpayer Identification or Social Security No. _______
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTIONS 1 AND 5)
Authorized Signature _________________________________
Name__________________________________________________
(PLEASE PRINT)
Name of Firm _________________________________________
Address_______________________________________________
______________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No. __________________________
Dated: _________________________________________ , 1994
<PAGE>
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signature. No signature guarantee is required on this Letter
of Transmittal (a) if this Letter of Transmittal is signed by the registered
holder(s) (which term, for purposes of this document, shall include any
participant in a Book-Entry Transfer Facility whose name appears on a security
position listing as the owner of Shares) of Shares tendered herewith, unless
such holder(s) has completed either the box entitled "Special Delivery
Instructions" or the box entitled "Special Payment Instructions" on the reverse
hereof, or (b) if such Shares are tendered for the account of a firm that is a
member of a registered national securities exchange or of the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
having an office or correspondent in the United States or by any other
"eligible guarantor institution", as such term is defined in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended (each, an "Eligible
Institution"). In all other cases, all signatures on this Letter of Transmittal
must be guaranteed by an Eligible Institution. See Instruction 5.
2. Requirements of Tender. This Letter of Transmittal is to be completed by
stockholders either if certificates are to be forwarded herewith or if delivery
of Shares is to be made pursuant to the procedures for book-entry transfer set
forth in Section 2 of the Supplement and the Offer to Purchase. For a
stockholder validly to tender Shares pursuant to the Offer, either (a) a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof), together with any required signature guarantees and any other
required documents, must be received by the Depositary at one of its addresses
set forth herein prior to the Expiration Date and either (i) certificates for
tendered Shares must be received by the Depositary at one of such addresses
prior to the Expiration Date or (ii) Shares must be delivered pursuant to the
procedures for book-entry transfer set forth herein and a Book-Entry
Confirmation must be received by the Depositary prior to the Expiration Date or
(b) the tendering stockholder must comply with the guaranteed delivery
procedures set forth below and in Section 2 of the Offer to Purchase.
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver their certificates and all other required documents to the
Depositary or complete the procedures for book-entry transfer prior to the
Expiration Date may tender their Shares by properly completing and duly
executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery
procedures set forth in Section 2 of the Offer to Purchase.
Pursuant to such procedures, (a) such tender must be made by or through an
Eligible Institution, (b) a properly completed and duly executed Notice of
Guaranteed Delivery substantially in the form provided by the Purchaser must be
received by the Depositary prior to the Expiration Date and (c) the
certificates for all physically delivered Shares or a Book-Entry Confirmation
with respect to all tendered Shares, as well as a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) with any required
signature guarantees and any other documents required by this Letter of
Transmittal, must be received by the Depositary within five New York Stock
Exchange, Inc. trading days after the date of execution of the Notice of
Guaranteed Delivery.
THE METHOD OF DELIVERY OF SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. IF
DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution
of this Letter of Transmittal (or facsimile thereof), waive any right to
receive any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto.
4. Partial Tenders (Applicable to Certificate Stockholders Only). If fewer
than all the Shares evidenced by any certificate submitted are to be tendered,
fill in the number of Shares that are to be tendered in the box entitled
"Number of Shares Tendered". In any such case, new certificate(s) for the
remainder of the Shares that were evidenced by the old certificate(s) will be
sent to the registered holder, unless otherwise provided in the appropriate box
on this Letter of Transmittal, as soon as practicable after the expiration of
the Offer. All Shares represented by certificates delivered to the Depositary
will be deemed to have been tendered unless otherwise indicated.
<PAGE>
5. Signatures on Letters of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder of the Shares
tendered hereby, the signature must correspond with the name as written on the
face of the certificate(s) without any change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and proper evidence satisfactory
to the Purchaser of their authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made to or
certificates for Shares not tendered or accepted for payment are to be issued
to a person other than the registered holder(s). Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered
holder(s) of certificates listed, the certificates must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name or names of the registered owner or owners appear on the certificates.
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution.
6. Stock Transfer Taxes. The Purchaser will pay any stock transfer taxes with
respect to the transfer and sale of Shares to it or its order pursuant to the
Offer. If, however, payment of the purchase price is to be made to, or if
certificates for Shares not tendered or accepted for payment are to be
registered in the name of, any persons other than the registered holder(s), or
if tendered certificates are registered in the name of any person other than
the person(s) signing this Letter of Transmittal, the amount of any stock
transfer taxes (whether imposed on the registered holder(s) or such person)
payable on account of the transfer to such person will be deducted from the
purchase price unless satisfactory evidence of the payment of such taxes or
exemption therefrom is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. Special Payment and Delivery Instructions. If a check is to be issued in
the name of, and/or certificates for Shares not tendered or not accepted for
payment are to be returned to, a person other than the signer of this Letter of
Transmittal or if a check is to be sent and/or such certificates are to be
returned to a person other than the signer of this Letter of Transmittal or to
an address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Any stockholder(s) delivering Shares by book-
entry transfer may request that Shares not accepted for payment be credited to
such account maintained at a Book-Entry Transfer Facility as such
stockholder(s) may designate.
8. Waiver of Conditions. Subject to the terms of the Offer, the Purchaser
reserves the absolute right in its sole discretion to waive any of the
specified conditions of the Offer, in whole or in part, in the case of any
Shares tendered.
9. 31% Backup Withholding. Under U.S. Federal income tax law, a stockholder
whose tendered Shares are accepted for payment is required to provide the
Depositary with such stockholder's correct taxpayer identification number
("TIN") on Substitute Form W-9 below. If the Depositary is not provided with
the correct TIN, the Internal Revenue Service may subject the stockholder or
other payee to a $50 penalty. In addition, payments that are made to such
stockholder or other payee with respect to Shares purchased pursuant to the
Offer may be subject to 31% backup withholding.
<PAGE>
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the stockholder must submit a Form W-8, signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from the Depositary. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for more instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any such payments made to the stockholder or other payee. Backup withholding is
not an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld, provided that the
required information is given to the Internal Revenue Service. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the tendering
stockholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% on all payments made prior to the time a properly certified TIN is
provided to the Depositary. However, such amounts will be refunded to such
stockholder if a TIN is provided to the Depositary within 60 days.
The stockholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record owner of the
Shares or of the last transferee appearing on the transfers attached to, or
endorsed on, the Shares. If the Shares are in more than one name or are not in
the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.
10. Requests for Assistance or Additional Copies. Requests for additional
copies of the Offer to Purchase, the Supplement, this Letter of Transmittal,
the Notice of Guaranteed Delivery and the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 should be directed to the
Information Agent at its addresses set forth below. Questions or requests for
assistance may be directed to the Information Agent or the Dealer Manager.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE COPY THEREOF (TOGETHER
WITH CERTIFICATES FOR, OR A BOOK-ENTRY CONFIRMATION WITH RESPECT TO, TENDERED
SHARES WITH ANY REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS)
MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF GUARANTEED DELIVERY MUST
BE RECEIVED BY THE DEPOSITARY, PRIOR TO THE EXPIRATION DATE.
<PAGE>
PAYER'S NAME: CHEMICAL BANK
- -------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR Social Security Number
TIN IN THE BOX AT RIGHT AND Employer Identification
CERTIFY BY SIGNING AND Number
DATING BELOW.
SUBSTITUTE
FORM W-9
OR
DEPARTMENT OF -------------------
THE TREASURY --------------------------------------------------------
INTERNAL PART 2--CERTIFICATES--Under penalties of perjury, I
REVENUE certify that:
SERVICE (1) The number shown on this form is my correct
Taxpayer Identification Number (or I am waiting
for a number to be issued for me) and
(2) I am not subject to backup withholding either
because: (a) I am exempt from backup withholding,
or (b) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to
backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS
has notified me that I am no longer subject to
backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross out
item (2) above if you have been notified by the
IRS that you are currently subject to backup
withholding because of underreporting interest or
dividends on your tax return. However, if after
being notified by the IRS that you were subject to
backup withholding you received another
notification from the IRS that you are no longer
subject to backup withholding, do not cross out
such item (2).
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER ("TIN")
SIGNATURE ______________ DATE _______
PART 3 --
Awaiting
TIN (RIGHT ARROW) [_]
- -------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable payments made to me will be
withheld, but that such amounts will be refunded to me if I then provide a
Taxpayer Identification Number within sixty (60) days.
Signature _____________________________________________ Date ______________
Questions and requests for assistance or additional copies of the Offer to
Purchase, the Supplement and any other supplements thereto, this Letter of
Transmittal and other tender offer materials may be directed to the
Information Agent or the Dealer Manager as set forth below.
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 Water Street 37 Sun Street
New York, NY 10005 London, England EC2 2PY
(800) 669-5550 (Toll Free) 011-4471-247-8263 (Collect)
The Dealer Manager for the Offer is:
MORGAN STANLEY & CO.
Incorporated
1251 Avenue of the Americas
New York, NY 10020
(212) 703-6137
<PAGE>
Morgan Stanley & Co.
Incorporated
1251 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
N Acquisition Corp.
a Wholly Owned Subsidiary of
National Health Laboratories Incorporated
Has Amended Its Offer to Purchase
and is Now Offering to Purchase
All Outstanding Shares of Common Stock
of
Allied Clinical Laboratories, Inc.
at
$21.50 Net Per Share
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, JUNE 21, 1994, UNLESS EXTENDED.
June 8, 1994
To Brokers, Dealers, Banks, Trust Companies and Other Nominees:
We have been appointed by N Acquisition Corp., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of National Health Laboratories
Incorporated, a Delaware corporation, ("Parent"), to act as Dealer Manager in
connection with the Purchaser's offer to purchase all outstanding shares of
common stock, par value $.01 per share (the "Shares"), of Allied Clinical
Laboratories, Inc., a Delaware corporation (the "Company"), at $21.50 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Purchaser's Offer to Purchase dated May 9, 1994 (the "Offer to
Purchase"), as amended and supplemented by the Supplement dated June 8, 1994
(the "Supplement"), and the related Letter of Transmittal (which, together with
any supplements or amendments thereto, collectively constitute the "Offer").
For purposes of this letter, all references to the Letter of Transmittal shall
be deemed to be references to either the BLUE Letter of Transmittal enclosed
herewith or the GREEN Letter of Transmittal that was provided with the Offer to
Purchase, as the case may be, and all references to the revised Letter of
Transmittal shall be deemed to be references to the BLUE Letter of Transmittal.
Please furnish copies of the enclosed materials to those of your clients for
whom you hold Shares registered in your name or in the name of your nominee.
The Supplement should be read in conjunction with the Offer to Purchase, copies
of which may be obtained at the Purchaser's expense in the manner set forth on
the back cover of the Supplement. Enclosed herewith are copies of the following
documents:
1. The Supplement dated June 8, 1994;
2. A revised Letter of Transmittal to be used by stockholders of the
Company accepting the Offer;
3. A revised Letter to Stockholders of the Company from the President and
Chief Executive Officer of the Company accompanied by the Company's
Amendment No. 1 to its Solicitation/Recommendation Statement on Schedule
14D-9;
4. A printed form of letter that may be sent to your clients for whose
account you hold Shares in your name or in the name of a nominee, with
space provided for obtaining such client's instructions with regard to the
Offer;
5. Notice of Guaranteed Delivery;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelope addressed to the Depositary.
Stockholders who have not previously validly tendered their Shares or who
have withdrawn their Shares may use either the BLUE Letter of Transmittal that
is provided herewith or the GREEN Letter of Transmittal that was provided
<PAGE>
with the Offer of Purchase when tendering their Shares pursuant to the Offer.
In either case, such tender will be deemed made pursuant to the revised terms
of the Offer.
All Shares previously validly tendered and not withdrawn have been validly
tendered for purposes of the Offer. Therefore, holders of Shares who have
previously validly tendered and not withdrawn their Shares and who wish to have
such Shares accepted for payment pursuant to the Offer need not take any
further action to receive the cash price of $21.50 per Share, except for
complying with the procedure for guaranteed delivery if such procedure is being
used. Any stockholder having questions regarding procedures for withdrawing
Shares should contact the Information Agent at its telephone numbers set forth
on the back cover of the Supplement.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE OFFER AND
WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
TUESDAY, JUNE 21, 1994, UNLESS EXTENDED (THE "EXPIRATION DATE").
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer that number of
Shares which, together with the Optioned Shares referred to in the Offer to
Purchase, would represent, on a fully diluted basis, at least a majority of all
outstanding Shares.
The Board of Directors of the Company has, by unanimous vote of the directors
present, approved the Offer and the Merger (as defined below) and determined
that the terms of the Offer and the Merger are fair to, and in the best
interests of, the stockholders of the Company and recommends that stockholders
of the Company accept the Offer and tender their Shares.
The Offer is being made pursuant to the Agreement and Plan of Merger dated as
of May 3, 1994, as amended by the Agreement dated as of June 7, 1994 (the
"Merger Agreement"), among Parent, the Purchaser and the Company pursuant to
which, following the consummation of the Offer and the satisfaction or waiver
of certain conditions, the Purchaser will be merged with and into the Company,
with the Company surviving the merger as a wholly owned subsidiary of Parent
(the "Merger"). In the Merger, each outstanding Share (other than Shares owned
by the Company as treasury stock or by any subsidiary of the Company, Parent,
the Purchaser or any other subsidiary of Parent or by stockholders, if any, who
are entitled to and who properly exercise dissenters' rights under Delaware
law) will be converted into the right to receive $21.50 per Share, without
interest, as set forth in the Merger Agreement and described in the Offer to
Purchase.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of certificates for
such Shares (or timely Book-Entry Confirmation of a transfer of such Shares as
described in Section 2 of the Offer to Purchase), a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) and any other documents
required by the Letter of Transmittal.
Neither the Purchaser nor Parent will pay any fees or commissions to any
broker or dealer or other person (other than the Dealer Manager and the
Information Agent as described in the Offer to Purchase) in connection with the
solicitation of tenders of Shares pursuant to the Offer. You will be reimbursed
upon request for customary mailing and handling expenses incurred by you in
forwarding the enclosed offering materials to your customers.
Questions and requests for additional copies of the enclosed material may be
directed to the Information Agent or to the Dealer Manager at their respective
addresses and telephone numbers set forth on the back cover of the enclosed
Supplement.
Very truly yours,
MORGAN STANLEY & CO.
Incorporated
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY
OTHER PERSON THE AGENT OF THE PURCHASER, PARENT, THE DEPOSITARY, THE
INFORMATION AGENT OR THE DEALER MANAGER OR ANY AFFILIATE OF ANY OF THEM OR
AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR USE ANY DOCUMENT
OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER OTHER
THAN THE OFFER TO PURCHASE, THE SUPPLEMENT, THE LETTER OF TRANSMITTAL AND THE
STATEMENTS CONTAINED THEREIN.
2
<PAGE>
N Acquisition Corp.
a Wholly Owned Subsidiary of
National Health Laboratories Incorporated
Has Amended Its Offer to Purchase and Is Now Offering to Purchase
All Outstanding Shares of Common Stock
of
Allied Clinical Laboratories, Inc.
at
$21.50 Net Per Share
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, JUNE 21, 1994, UNLESS EXTENDED.
To Our Clients:
Enclosed for your consideration is a Supplement dated June 8, 1994 (the
"Supplement") to an Offer to Purchase dated May 9, 1994 (the "Offer to
Purchase"), and a related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer")
relating to an offer by N Acquisition Corp., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of National Health Laboratories
Incorporated, a Delaware corporation ("Parent"), to purchase shares of common
stock, par value $.01 per share (the "Shares"), of Allied Clinical
Laboratories, Inc., a Delaware corporation (the "Company"), at $21.50 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer. For purposes of this letter, all references to the
Letter of Transmittal shall be deemed to be references to either the BLUE
Letter of Transmittal enclosed herewith or the GREEN Letter of Transmittal that
was provided with the Offer to Purchase, as the case may be, and all references
to the revised Letter of Transmittal shall be deemed to be references to the
BLUE Letter of Transmittal.
The Supplement should be read in conjunction with the Offer to Purchase,
copies of which may be obtained at the Purchaser's expense in the manner set
forth on the back cover of the Supplement. Also enclosed is a Letter to
Stockholders of the Company from the President and Chief Executive Officer of
the Company accompanied by the Company's Amendment No. 1 to its
Solicitation/Recommendation Statement on Schedule 14D-9.
We are the holder of record of Shares held by us for your account. A TENDER
OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.
We request instructions as to whether you wish to tender any of or all the
Shares not previously tendered or withdrawn that are held by us for your
account pursuant to the terms and conditions set forth in the Offer.
STOCKHOLDERS WHO HAVE PREVIOUSLY TENDERED AND NOT WITHDRAWN THEIR SHARES, AND
WHO WISH TO HAVE SUCH SHARES ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER, NEED
NOT PROVIDE ANY FURTHER INSTRUCTIONS TO RECEIVE THE CASH PRICE OF $21.50 PER
SHARE.
Your attention is invited to the following:
1. The tender price is now $21.50 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer.
2. The Board of Directors of the Company has, by unanimous vote of the
directors present, approved the Offer and the Merger (as defined below) and
determined that the terms of the Offer and the Merger are fair to, and in
the best interests of, the stockholders of the Company and recommends that
the stockholders of the Company accept the Offer and tender their Shares.
3. The Offer is being made for all outstanding Shares.
4. The Offer is being made pursuant to the Agreement and Plan of Merger
dated as of May 3, 1994, as amended by the Agreement dated as of June 7,
1994 (the "Merger Agreement"), among Parent, the Purchaser and the Company
pursuant to which, following the consummation of the Offer and the
satisfaction or waiver of certain conditions, the Purchaser will be merged
with and into the Company, with the Company surviving the merger as a
wholly owned subsidiary of Parent (the "Merger"). In the Merger, each
outstanding Share (other than Shares owned
<PAGE>
by the Company as treasury stock or by any subsidiary of the Company,
Parent, the Purchaser or any other subsidiary of Parent or by stockholders,
if any, who are entitled to and who properly exercise dissenters' rights
under Delaware law) will be converted into the right to receive $21.50 per
Share, without interest, as set forth in the Merger Agreement and described
in the Offer to Purchase.
5. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer that number
of Shares which, together with the Optioned Shares (as defined in the Offer
to Purchase), would represent, on a fully diluted basis, at least a
majority of all outstanding Shares.
6. The Offer and withdrawal rights have been extended, and the Offer and
withdrawal rights will expire at 12:00 Midnight, New York City time, on
Tuesday, June 21, 1994, unless the Offer is extended by the Purchaser. In
all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of certificates
for such Shares (or timely Book-Entry Confirmation of a transfer of such
Shares as described in Section 2 of the Offer to Purchase), a properly
completed and duly executed Letter of Transmittal (or facsimile thereof)
and any other documents required by the Letter of Transmittal.
7. The Purchaser will pay any stock transfer taxes with respect to the
transfer and sale of Shares to it or its order pursuant to the Offer,
except as otherwise provided in Instruction 6 of the Letter of Transmittal.
If you wish to have us tender any of or all your Shares, please so instruct
us by completing, executing, detaching and returning to us the instruction
form set forth below. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise specified below. Your instructions to us should be
forwarded promptly to permit us to submit a tender on your behalf prior to the
expiration of the Offer.
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making or
acceptance of the Offer would not be in compliance with the laws of such
jurisdiction.
TEAR HERE TEAR HERE
- -------------------------------------------------------------------------------
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE
ALL OUTSTANDING SHARES OF COMMON STOCK OF
ALLIED CLINICAL LABORATORIES, INC.
The undersigned acknowledges receipt of your letters enclosing the Offer to
Purchase dated May 9, 1994, of N Acquisition Corp., a Delaware corporation and
a wholly owned subsidiary of National Health Laboratories Incorporated, a
Delaware corporation, the Supplement dated June 8, 1994, and the related
Letter of Transmittal, relating to shares of common stock, par value $.01 per
share, of Allied Clinical Laboratories, Inc., a Delaware corporation.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned on the terms and conditions set
forth in such Offer to Purchase and the related Letter of Transmittal.
Dated: ______________________ 1994 -----------------------------------------
-----------------------------------------
Number of Shares to be Signature(s)
Tendered* -----------------------------------------
__________ Shares -----------------------------------------
Please print name(s)
Address _________________________________
-----------------------------------------
(Include Zip Code)
Area Code and Telephone No. _____________
Taxpayer Identification or Social
Security No. ____________________________
-----------------------------------------
- -------
* Unless otherwise indicated, it will be assumed that all your Shares are to
be tendered.
2
<PAGE>
EXHIBIT 99(a)(14)
FOR IMMEDIATE RELEASE
- ---------------------
NATIONAL HEALTH LABORATORIES AMENDS TENDER OFFER
FOR ALLIED CLINICAL LABORATORIES
La Jolla, California, June 8, 1994 - National Health Laboratories Incorporated
(NYSE:NH) and Allied Clinical Laboratories, Inc. (NASDAQ:ACLB) announced today
that they have entered into an agreement reducing the price payable by NHL in
its cash tender offer for all shares of Allied common stock, and in the
second-step merger, from $23.00 to $21.50 per share. At the same, the parties
agreed to remove several of the original conditions to NHL's offer, including
conditions relating to the occurrence of a material adverse change with respect
to Allied.
NHL's offer has been extended and the offer and withdrawal rights will now
expire at midnight, New York City time, on Tuesday, June 21, 1994, unless
extended or terminated.
As described in NHL's Offer to Purchase dated May 9, 1994, Allied had received
a subpoena from the Office of the Inspector General of the Department of Health
and Human Services in April 1994, requesting documents and certain information
regarding the Medicare billing practices of Allied's Cincinnati, Ohio laboratory
with respect to certain cancer screening tests. At the time of the execution of
the Merger Agreement on May 3, 1994, Allied's internal investigation into these
billing practices was in its early stages. Following the execution of the Merger
Agreement and in connection with Allied's assembling of
<PAGE>
-2-
documents responsive to the subpoena, NHL and Allied became aware that the
nature of possible problems associated with Alled's Ohio billing practices may
have been greater than earlier thought. The changes in the terms of the
transaction reflect the resolution of a dispute over whether NHL was required to
consummate its offer in light of the facts discovered.
As of the close of business on June 7, 1994, 8,287,477 shares of Allied's common
stock, representing in excess of 98% of outstanding shares, had been tendered.
# # #
Contacts: National Health Laboratories
Walter Montgomery
212/484-6721
Allied Clinical Laboratories
Gerard M. Hayden, Jr.
615/320-2648
<PAGE>
EXHIBIT 99(c)(7)
CONFORMED COPY
AGREEMENT dated as of June 7, 1994, among NATIONAL HEALTH
LABORATORIES INCORPORATED, a Delaware corporation ("Parent"), N
ACQUISITION CORP., a Delaware corporation and a wholly owned
subsidiary of Parent ("Sub"), and ALLIED CLINICAL LABORATORIES,
INC., a Delaware corporation (the "Company").
WHEREAS the parties hereto have entered into an Agreement and Plan of
Merger dated as of May 3, 1994 (the "Merger Agreement");
WHEREAS, pursuant to the Merger Agreement, Sub commenced the Offer to
purchase all outstanding shares of common stock, par value $.01 per share, of
the Company for $23 per share net to the seller in cash pursuant to an Offer to
Purchase dated May 9, 1994;
WHEREAS the parties desire to amend the Merger Agreement in accordance
with Section 8.03 thereof to reduce the Offer Price to $21.50 per share of
Company Common Stock, to extend the Offer, to waive certain conditions to the
Offer and to make certain other amendments thereto, all as set forth herein;
WHEREAS the respective Boards of Directors of Parent, Sub and the
Company (or their duly authorized designees) have approved such amendments and
such extension on the terms set forth herein;
WHEREAS the parties desire to make certain representations,
warranties, covenants and agreements in connection with this Agreement; and
WHEREAS certain stockholders of the Company have each entered into
amendments dated the date hereof to the Option Agreements with Parent and Sub.
NOW, THEREFORE, the parties agree as follows:
1. Extension of the Offer. The parties hereby agree that the
-----------------------
expiration of the Offer shall be extended from Midnight, New York City time on
Tuesday, June 7, 1994, until Midnight, New York City time on Tuesday, June 21,
1994.
<PAGE>
2
2. Amendment to the Merger Agreement. The parties hereby agree to
----------------------------------
amend the Merger Agreement as follows:
(a) by amending the first WHEREAS clause of the recitals thereof by
deleting the eighth through tenth lines thereof and inserting therefor:
"Stock"), at a price per share of Company Common Stock of $21.50 net
to the seller in cash (such price, as may hereinafter be increased or
decreased, the "Offer Price"), upon the terms and subject to";
(b) by deleting clause (C) of Section 1.01(a) thereof in its entirety
and inserting therefor the following:
"(C) extend the Offer on one or more occasions, if Sub reasonably
determines such extension to be necessary to enable Sub to purchase
90% or more of the outstanding shares of Company Common Stock in the
Offer, for an aggregate period of not more than five business days
beyond the latest expiration date that would otherwise be permitted
under clause (A) or (B) of this sentence.";
(c) by amending the first sentence of Section 5.01(a) thereof by
inserting at the end thereof the following:
", except as set forth on the Disclosure Schedule delivered by the
Company to Parent on or prior to June 7, 1994.";
(d) by deleting clause (i) of Section 5.01(b) thereof in its entirety
and inserting therefor the following:
"(i) any of the representations and warranties of such party set forth
in this Agreement that are qualified as to materiality (other than
Sections 4.01(g)(i), 4.01(g)(v) and 4.01(m)(i)) becoming untrue,";
(e) by inserting the following paragraph at the end of Section 6.03
thereof:
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3
"(c) In furtherance and not in limitation of the foregoing provisions
of this Section 6.03, (i) during the period from June 7, 1994 until
the consummation of the Offer, the Company agrees as soon as
practicable following June 7, 1994 to the making of a joint
presentation, with representation from both Parent and the Company at
equal levels, to appropriate governmental officials in the Office of
Inspector General of the Department of Health and Human Services (the
"OIG") regarding the Company's regulatory compliance and (ii)
following the consummation of the Offer, the Company agrees to allow
representatives of Parent to control all aspects of any and all
discussions with appropriate governmental officials, including those
with the OIG, regarding the Company's regulatory compliance; provided,
--------
however, that Parent agrees to include in any and all of its
-------
discussions with governmental officials concerning the Company's
regulatory compliance any representatives of the Company (i) who the
Company may reasonably request to include and (ii) as to whom Parent
consents (such consent not to be unreasonably withheld). The parties
hereby agree that disclosure to the governmental officials of any
facts and information known to the parties with respect to such
compliance matters shall not be deemed to violate any provision set
forth in Section 6.02 or in the Confidentiality Agreement";
(f) by deleting Section 6.06(b) thereof in its entirety and inserting
therefor the following:
"In the event Parent, the Surviving Corporation or any of their
successors or assigns (i) consolidates with or merges into any other
person and shall not be the continuing or surviving corporation or
entity of such consolidation or merger or (ii) transfers all or a
substantial portion of its properties or assets to any person, then
and in each such case, proper provisions shall be made so that the
successor, in the case of such a consolidation or merger, or the
transferee, in the case of such a transfer, as the case may be, shall
assume the obligations set forth in this Section 6.06.";
<PAGE>
4
(g) by deleting the last three lines of clause (b)(i) of Section 6.08
thereof and inserting therefor the following:
"of the failure of any condition set forth in clause (i) or (iii) of
paragraph (c) or in paragraph (d) of Exhibit A"; and
(h) by deleting the last three lines of Section 6.08(c) thereof and
inserting therefor the following:
"pursuant to paragraph b(i) (solely with respect to a failure of any
condition set forth in clause (i) or (iii) of paragraph (c) of Exhibit
A) or (b)(ii) of this Section 6.08"; and
(i) by deleting Exhibit A thereto in its entirety and inserting
therefor the provisions of Exhibit A attached to this Agreement.
As expressly amended by this Section 2, the Merger Agreement is in all respects
ratified and confirmed and the terms thereof (as so amended) shall remain in
full force and effect.
3. Further Actions. The parties shall cause a joint press release in
----------------
the form heretofore agreed to by them to be issued promptly following the
execution of this Agreement.
4. Representations and Warranties of the Parties. Each of Parent,
----------------------------------------------
Sub and the Company hereby represents and warrants as follows:
(a) Such person has all requisite power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by such person and
the consummation by such person of the transactions contemplated hereby
have been duly authorized by the Board of Directors of such person or its
duly authorized designee and by any other necessary corporate action on the
part of such person.
(b) This Agreement has been duly executed and delivered by such
person and constitutes a valid and
<PAGE>
5
binding obligation of such person enforceable in accordance with its terms.
(c) The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby and compliance with
the terms hereof will not, conflict with, or result in any violation of, or
default (with or without notice or lapse of time or both) under any
provision of (i) the certificate of incorporation or by-laws of such person
or (ii) any trust agreement, loan or credit agreement, note, bond,
mortgage, indenture, lease or other agreement, instrument, permit,
concession, franchise, license, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to such person or to its property
or assets, other than, in the case of clause (ii), any such conflicts,
violations or defaults that individually or in the aggregate would not (x)
have a material adverse effect on such person, (y) impair the ability of
such person to perform its obligations under this Agreement or (z) prevent
the consummation of any of the transactions contemplated by this Agreement
and by the Merger Agreement (as amended by this Agreement).
5. Definitions; Interpretations. Capitalized terms used but not
-----------------------------
defined herein shall have the meanings assigned thereto in the Merger Agreement,
and the rules of interpretation set forth in the Merger Agreement shall be
applicable hereto as if set forth herein.
6. Notices. All notices, requests, claims, demands and other
--------
communications under this Agreement shall be in writing and shall be deemed
given if delivered personally, telecopied (which is confirmed) or sent by
overnight courier (providing proof of delivery) to the parties at the respective
addresses set forth in the Merger Agreement (or at such other address for a
party as shall be specified by like notice).
7. Counterparts. This Agreement may be executed in one or more
-------------
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.
8. Governing Law. This Agreement shall be governed by, and construed
--------------
in accordance with, the laws of
<PAGE>
6
the State of Delaware, regardless of the laws that might otherwise govern under
applicable principles of conflict of laws thereof.
9. Assignment. Neither this Agreement nor any of the rights,
-----------
interests or obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise by any of the parties without the prior
written consent of the other parties, except that Sub may assign, in its sole
discretion, any of or all its rights, interests and obligations under this
Agreement to Parent or to any direct or indirect wholly owned subsidiary of
Parent, but no such assignment shall relieve Sub of any of its obligations under
this Agreement. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of, and
<PAGE>
7
be enforceable by, the parties and their respective successors and assigns.
IN WITNESS WHEREOF, Parent, Sub and the Company have caused this
Agreement to be signed by their respective officers thereunto duly authorized,
all as of the date first written above.
NATIONAL HEALTH
ATTEST: LABORATORIES INCORPORATED,
by by
/s/ James G. Richmond /s/ James R. Maher
------------------------ ------------------------
Name: James G. Richmond Name: James R. Maher
Title: Executive Vice Title: President and
President, General Chief Executive
Counsel and Assistant Officer
Secretary
ATTEST: N ACQUISITION CORP.,
by by
/s/ James G. Richmond /s/ James R. Maher
------------------------ ------------------------
Name: James G. Richmond Name: James R. Maher
Title: Executive Vice Title: President and
President, General Chief Executive
Counsel and Assistant Officer
Secretary
ALLIED CLINICAL LABORATORIES,
ATTEST: INC.,
by by
/s/ Brian Shin /s/ Haywood D. Cochrane, Jr.
------------------- ------------------------------
Name: Brian Shin Name: Haywood D. Cochrane, Jr.
Title: President and Chief
Executive Officer
<PAGE>
EXHIBIT A
Conditions of the Offer
-----------------------
Notwithstanding any other term of the Offer or this Agreement, Sub shall not
be required to accept for payment or, subject to any applicable rules and
regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating
to Sub's obligation to pay or return tendered any shares of Company Common Stock
after the termination or withdrawal of the Offer), to pay for any shares of
Company Common Stock tendered pursuant to the Offer unless there shall have been
validly tendered and not withdrawn prior to the expiration of the Offer that
number of shares of Company Common Stock which, together with the number of
shares with respect to which Sub has a valid and existing option to purchase
pursuant to the Option Agreements, would represent at least a majority of the
Fully Diluted Shares (the "Minimum Tender Condition"). The term "Fully Diluted
Shares" means all outstanding securities entitled generally to vote in the
election of directors of the Company on a fully diluted basis, after giving
effect to the exercise or conversion of all options, rights and securities
exercisable or convertible into such voting securites. Furthermore,
notwithstanding any other term of the Offer or this Agreement, Sub shall not be
required to accept for payment or, subject as aforesaid, to pay for any shares
of Company Common Stock not theretofore accepted for payment or paid for, and
may terminate or amend the Offer, with the consent of the Company or if, at any
time on or after the date of this Agreement and before the acceptance of such
shares for payment or the payment therefor, any of the following conditions
exists:
(a) there shall be any statute, rule, regulation, judgement, order or
injunction enacted, entered, enforced, promulgated or deemed applicable to
the Offer, the Merger or the Option Agreements that (i) restrains or prohibits
the acquisition by Parent or Sub of any shares of Company Common Stock, the
making or consummation of the Offer or the Merger or the performance of any of
the other transactions contemplated by this Agreement or the Option
Agreements, (ii) prohibits or materially limits the ownership or operation by
the Company, Parent or any of their respective subsidiaries of a material
portion of the business or assets of the Company and its subsidiaries, taken
as a whole, or Parent and its susidiaries, taken as a whole, or requires that
the Company or Parent dispose of or hold separate any
<PAGE>
2
material portion of the business or assets of the Company and its
subsidiaires, taken as a whole, or Parent and its subsidiaries, taken as a
whole, as a result of the Offer or any of the other transactions
contemplated by this Agreement or the Option Agreements, (iii) imposes
material limitations on the ability of Parent or Sub to acquire or hold, or
exercise full rights of ownership of, any shares of Company Common Stock
accepted for payment pursuant to the Offer including without limitation the
right to vote the Company Common Stock accepted for payment by it on all
matters properly presented to the stockholders of the Company or (iv)
prohibits Parent or any of its subsidiaries from effectively controlling in
any material respect the business or operations of the Company and its
subsidiaries taken as a whole;
(b) there shall have occurred (i) any general suspension of trading in, or
limitation on prices for, equity securities on the New York Stock Exchange
(excluding any coordinated trading halt triggered solely as a result of
specified decrease in a market index), (ii) any extraordinary adverse change
in the financial markets in the United States, (iii) a declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States, (iv) any material limitation (whether or not mandatory) by
any Governmental Entity on, or other event that materially affects, the
extension of credit by banks or other lending institutions, (v) a
commencement of a war or armed hostilities or other national or
international calamity directly involving the armed forces the United States
on a scale greater than any other during the two-year period preceding the
date of this Agreement or (vi) in the case of any of the foregoing existing
on the date of this Agreement, a material acceleration or worsening thereof;
(c) (i) the Board of Directors of the Company or any committee thereof
shall have withdrawn or modified in a manner adverse to Parent or Sub its
approval or recommendation of the Offer, the Merger, this Agreement or the
Option Agreements, or approved or recommended any takeover proposal, (ii)
the Company shall have entered into any agreement with respect to any
superior proposal in accordance with Section 5.02(b) of this Agreement or
(iii) the Board of Directors of the Company or any committee thereof shall
have resolved to
<PAGE>
3
take any of the foregoing actions referred to in clause (i) above;
(d) the Company shall have failed to perform in any material respect any
obligation or to comply in any material respect with any agreement or
covenant of the Company to be performed or complied with by it under this
Agreement; or
(e) this Agreement shall have been terminated in accordance with its
terms;
which, in reasonable good faith judgment of Sub or Parent, in any such case, and
regardless of the circumstances giving rise to any such condition (other than
any action or inaction by Parent or any of its subsidiaries which constitutes a
breach of this Agreement), makes it inadvisable to proceed with such acceptance
for payment or payment.
The foregoing conditions are for the sole benefit of Sub and Parent and
may be asserted by Sub or Parent regardless of the circumstances giving rise to
such condition (other than any action or inaction by Parent or any of its
subsidiaries which constitutes a breach of this Agreement) or may be waived by
Sub and Parent in whole or in part at any time and from time to time in their
sole descretion. The failure by Parent, Sub or any other affiliate of Parent at
any time to exercise any of the foregoing rights shall not be deemed a waiver of
any such right, the waiver of any such right with respect to particular facts
and circumstances shall not be deemed a waiver with respect to any other facts
and circumstances and each such right shall be deemed an ongoing right that may
be asserted at any time and from time to time.
<PAGE>
Exhibit 99(c)(8)
CONFORMED COPY
AMENDMENT dated as of June 7, 1994, to the STOCK OPTION
AGREEMENT (the "Stock Option Agreement") dated as of May 3, 1994,
among NATIONAL HEALTH LABORATORIES INCORPORATED, a Delaware
corporation ("Parent"), N ACQUISITION CORP., a Delaware
corporation ("Sub"), and WARBURG, PINCUS CAPITAL COMPANY, L.P., a
Delaware limited partnership (the "Stockholder"; capitalized
terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Stock Option Agreement).
WHEREAS the parties hereto have entered into the Stock Option
Agreement;
WHEREAS, pursuant to the Stock Option Agreement, the Shareholder
granted the Purchaser an irrevocable option to purchase for $23 per share in
cash, the Per Share Price, all the Optioned Shares; and
WHEREAS the parties hereto have agreed, subject to the terms and
conditions hereof, to amend the Stock Option Agreement as provided herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Adjustment of Per Share Price. The Per Share Price, as defined in
------------------------------
paragraph 1 of the Stock Option Agreement, is hereby amended to be $21.50 per
share in cash.
2. Representations and Warranties. Each of the parties hereto hereby
-------------------------------
represents and warrants on and as of the date hereof as follows:
(a) The representations and warranties with respect to such party set
forth in the Stock Option Agreement are true and correct in all material
respects with the same effect as if made on and as of such date, except to
the extent such representations and warranties expressly relate solely to
an earlier date.
(b) Each of the parties hereto is in compliance in all material
respects with all the terms and conditions of the Stock Option Agreement on
its part to
<PAGE>
2
be observed or performed and no default under the Stock Option Agreement
has occurred or is continuing.
(c) The execution, delivery and performance by such party of this
Amendment (a) have been duly authorized by such person and constitute the
legal, valid and binding obligation of such person enforceable against it
in accordance with its terms, (b) do not conflict with or violate (i) any
provision of law, statute, rule or regulation, or of the constitutive
documents or by-laws of any such person or (ii) any provision of any
indenture, material agreement or other material instrument to which any
such person is a party or by which any of them or any of their property may
be bound and (c) does not require any consents under, result in a breach of
or constitute (with notice or lapse of time of both) a default under any
such indenture, agreement or instrument.
3. Applicable Law. This Amendment shall be governed by, and
---------------
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflict of
laws thereof.
4. Counterparts. This Amendment may be executed in any number of
-------------
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one agreement.
5. Notices. All notices, requests, claims, demands and other
--------
communications under this Amendment shall be in writing and shall be deemed
given if delivered personally, telecopied (which is confirmed) or sent by
overnight courier (providing proof of delivery) to the parties at the respective
addresses set forth in the Stock Option Agreement (or at such other address for
a party as shall be specified by like notice).
6. Severability. In the event any one or more of the provisions
-------------
contained in this Amendment should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby.
7. Certain Instructions. Unless Parent delivers written instructions
---------------------
to the Stockholder to do otherwise, the
<PAGE>
3
Stockholder is hereby requested to tender the Optioned Shares in the Offer in
accordance with Section 7(b) of the Stock Option Agreement.
8. Stock Option Agreement. The amendment provided for herein shall
-----------------------
apply and be effective only with respect to the provisions of the Stock Option
Agreement specifically referred to herein. Except as expressly waived or
amended hereby, the Stock Option Agreement shall continue in full force and
effect in accordance with the provisions thereof. As used in the Stock Option
Agreement, the terms "Agreement", "herein", "hereinafter", "hereunder", "hereto"
and words of similar import shall mean, from and after the date hereof, the
Stock Option Agreement as amended by this Amendment.
<PAGE>
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized representatives, all as of the date
first above written.
NATIONAL HEALTH LABORATORIES INCORPORATED,
by
/s/ James R. Maher
-----------------------
Name: James R. Maher
Title: President and
Chief Executive
Officer
N ACQUISITION CORP.,
by
/s/ James R. Maher
---------------------
Name: James R. Maher
Title: President and
Chief Executive
Officer
WARBURG, PINCUS CAPITAL COMPANY, L.P.,
by E.M. WARBURG, PINCUS &
CO., General Partner
by
/s/ James E. Thomas
------------------------
James E. Thomas
<PAGE>
Exhibit 99.(c)(9)
CONFORMED COPY
AMENDMENT dated as of June 7, 1994, to the STOCK OPTION
AGREEMENT (the "Stock Option Agreement") dated as of May 3, 1994,
among NATIONAL HEALTH LABORATORIES INCORPORATED, a Delaware
corporation ("Parent"), N ACQUISITION CORP., a Delaware
corporation ("Sub"), and HAYWOOD D. COCHRANE, JR. (the
"Stockholder"; capitalized terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the
Stock Option Agreement).
WHEREAS the parties hereto have entered into the Stock Option
Agreement;
WHEREAS, pursuant to the Stock Option Agreement, the Shareholder
granted the Purchaser an irrevocable option to purchase for $23 per share in
cash, the Per Share Price, all the Optioned Shares; and
WHEREAS the parties hereto have agreed, subject to the terms and
conditions hereof, to amend the Stock Option Agreement as provided herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Adjustment of Per Share Price. The Per Share Price, as defined in
------------------------------
paragraph 1 of the Stock Option Agreement, is hereby amended to be $21.50 per
share in cash.
2. Representations and Warranties. Each of the parties hereto hereby
-------------------------------
represents and warrants on and as of the date hereof as follows:
(a) The representations and warranties with respect to such party set
forth in the Stock Option Agreement are true and correct in all material
respects with the same effect as if made on and as of such date, except to
the extent such representations and warranties expressly relate solely to
an earlier date.
(b) Each of the parties hereto is in compliance in all material
respects with all the terms and conditions of the Stock Option Agreement on
its part to be observed or performed and no default under the Stock Option
Agreement has occurred or is continuing.
<PAGE>
2
(c) The execution, delivery and performance by such party of this
Amendment (a) have been duly authorized by such person and constitute the
legal, valid and binding obligation of such person enforceable against it
in accordance with its terms, (b) do not conflict with or violate (i) any
provision of law, statute, rule or regulation, or of the constitutive
documents or by-laws of any such person or (ii) any provision of any
indenture, material agreement or other material instrument to which any
such person is a party or by which any of them or any of their property may
be bound and (c) does not require any consents under, result in a breach of
or constitute (with notice or lapse of time of both) a default under any
such indenture, agreement or instrument.
3. Applicable Law. This Amendment shall be governed by, and
---------------
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflict of
laws thereof.
4. Counterparts. This Amendment may be executed in any number of
-------------
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one agreement.
5. Notices. All notices, requests, claims, demands and other
--------
communications under this Amendment shall be in writing and shall be deemed
given if delivered personally, telecopied (which is confirmed) or sent by
overnight courier (providing proof of delivery) to the parties at the respective
addresses set forth in the Stock Option Agreement (or at such other address for
a party as shall be specified by like notice).
6. Severability. In the event any one or more of the provisions
-------------
contained in this Amendment should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby.
7. Certain Instructions. Unless Parent delivers written instructions
---------------------
to the Stockholder to do otherwise, the Stockholder is hereby requested to
tender the Optioned Shares in the Offer in accordance with Section 7(b) of the
Stock Option Agreement.
<PAGE>
3
8. Stock Option Agreement. The amendment provided for herein shall
-----------------------
apply and be effective only with respect to the provisions of the Stock Option
Agreement specifically referred to herein. Except as expressly waived or
amended hereby, the Stock Option Agreement shall continue in full force and
effect in accordance with the provisions thereof. As used in the Stock Option
Agreement, the terms "Agreement", "herein", "hereinafter", "hereunder", "hereto"
and words of similar import shall mean, from and after the date hereof, the
Stock Option Agreement as amended by this Amendment.
<PAGE>
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized representatives, all as of the date
first above written.
NATIONAL HEALTH LABORATORIES INCORPORATED,
by
/s/ James R. Maher
---------------------
Name: James R. Maher
Title: President and
Chief Executive
Officer
N ACQUISITION CORP.,
by
/s/ James R. Maher
---------------------
Name: James R. Maher
Title: President and
Chief Executive
Officer
/s/ Haywood D. Cochrane, Jr.
-----------------------------
Haywood D. Cochrane, Jr.
