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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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MDL INFORMATION SYSTEMS, INC.
(NAME OF SUBJECT COMPANY)
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GOLDEN GATE ACQUISITION CORP.
ELSEVIER SCIENCE INC.
REED INTERNATIONAL P.L.C.
ELSEVIER NV
(BIDDERS)
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COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
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55267R102
(CUSIP NUMBER OF CLASS OF SECURITIES)
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HENRY HORBACZEWSKI
REED ELSEVIER INC.
275 WASHINGTON STREET
NEWTON, MASSACHUSETTS 02158 617-558-4227
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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COPY TO:
LARRY W. SONSINI
MARTIN W. KORMAN
WILSON SONSINI GOODRICH & ROSATI
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304 415-493-9300
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This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission on March 28,
1997 (as amended previously and hereby, this "Statement") by Golden Gate
Acquisition Corp., a Delaware corporation ("Purchaser"), a direct wholly owned
subsidiary of Elsevier Science Inc., a New York corporation ("ESI"), and an
indirect wholly owned subsidiary of (i) Reed International P.L.C., a corporation
organized under the laws of England ("PLC") and (ii) Elsevier NV, a corporation
organized under the laws of The Netherlands ("NV"). Purchaser, ESI, PLC and NV
are sometimes referred to herein collectively as the "Bidders." This Statement
relates to the offer by the Bidders to purchase all outstanding shares of Common
Stock, par value $.01 per share (the "Shares"), of MDL Information Systems,
Inc., a Delaware corporation (the "Company") at a price of $32 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
Purchaser's Offer to Purchase dated March 28, 1997 (the "Offer to Purchase") and
in the related Letter of Transmittal (which together constitute the "Offer"),
copies of which have been filed as Exhibits (a)(1) and (a)(2), respectively, to
this Statement.
To the extent that information contained in the Offer to Purchase is
incorporated by reference herein, such information shall be deemed to be
amended for such incorporation as follows:
(a) The last sentence of the penultimate paragraph of Item 7 ("Certain
Information Concerning the Company") is deemed amended for purposes of
incorporation by reference herein to read, in its entirety, as follows: "NONE OF
ESI, PURCHASER, OR ANY OF THEIR RESPECTIVE AFFILIATES ASSUMES ANY RESPONSIBILITY
FOR THE ACCURACY OR VALIDITY OF THE FOREGOING PROJECTIONS."
(b) The first paragraph of Item 14 ("Certain Conditions of the Offer")
is deemed amended for purposes of incorporation by reference herein to read, in
its entirety, as follows: "The Merger Agreement provides that, notwithstanding
any other provision of the Offer, and in addition to (and not in limitation of)
Purchaser's rights to extend and amend the Offer at any time, Purchaser shall
not be required to accept for payment, purchase or pay for, or may terminate or
amend the Offer and may postpone the acceptance of, and payment for, subject to
Rule 14e-1(c) under the Exchange Act (whether or not any Shares have theretofore
been accepted for payment or paid for pursuant to the Offer), any Shares
tendered pursuant to the Offer if (a) any waiting period (and any extension
thereof) under the HSR Act applicable to the purchase of Shares pursuant to the
Offer shall not have expired or been terminated; (b) the Minimum Condition is
not satisfied prior to the Expiration Date; or (c) at any time on or after the
date of the Merger Agreement and prior to the Expiration Date, any of the
following events shall have occurred: (i) there shall have been any action taken
or threatened, or any statute, rule, regulation, judgment, temporary restraining
order, preliminary or permanent injunction or other order, decree or ruling
proposed, sought, promulgated, enacted, entered, enforced or deemed applicable
to the Offer or the Merger by any Governmental Entity or arbitration panel that
could reasonably be expected to, directly or indirectly, (1) make the acceptance
for payment or the payment for, or the purchase of some or all of the Shares
pursuant to the Offer illegal or otherwise delay, restrict or prohibit
consummation of the Offer or the Merger or the consummation of any transaction
contemplated by the Merger Agreement, (2) result in a delay in or restrict the
ability of Purchaser, or render Purchaser unable, to accept for payment, pay for
or purchase some or all of the Shares, (3) require the divestiture by ESI,
Purchaser, the Company or any of their respective subsidiaries or affiliates of
all or any portion of the business, assets or property of any of them or any
Shares or impose any material limitation on the ability of any of them to
conduct their business and own such assets, properties or Shares, (4) impose any
material limitation on the ability of ESI, Purchaser or their affiliates to
acquire or hold or to exercise effectively all rights of ownership of the
Shares, including the right to vote any Shares purchased by any of them on all
matters properly presented to the stockholders of the Company, including,
without limitation, the adoption and approval of the Merger Agreement and the
Merger, (5) result in a material diminution in the benefits expected to be
derived by ESI or Purchaser as a result of the transactions contemplated by the
Offer or the Merger Agreement, or (6) impose any material condition to the
Offer, the Merger Agreement or the Merger which would be adverse to ESI; (ii)
the Company shall have breached, or failed to comply with, in any material
respect, any of its covenants or obligations under the Merger Agreement or any
representation or warranty of the Company in the Merger Agreement shall have
been incorrect, in any material respect, when made or shall have since ceased to
be true and correct in any material respect; or (iii) the Board of Directors of
the Company or any committee thereof shall have (1) withdrawn or modified
(including without limitation, by amendment of the Company's Schedule 14D-9) in
a manner adverse to ESI or Purchaser its approval or recommendation of the
Offer, the Merger or the Merger Agreement, (2) approved or recommended any
Acquisition Proposal by a third party other than the Offer and the Merger, (3)
publicly resolved to do any of the foregoing, or (4) upon a request to reaffirm
the Company's approval or recommendation of the Offer, the Merger Agreement or
the Merger, the Board of Directors of the Company shall fail to do so within two
business days after such request is made; or (iv) the Merger Agreement shall
have been terminated in accordance with its terms; or (v) there shall have
occurred any Material Adverse Effect on the Company, or any event, fact or
change which could reasonably be expected to result in a Material Adverse Effect
on the Company; or (vi) the Employment Agreements of Steven D. Goldby and Thomas
D. Jones shall not be in full force and effect other than be reason of their
respective deaths or incapacities."
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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.
April 24, 1997
Golden Gate Acquisition Corp.
By: /s/ Herman P. Spruijt
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Name: Herman P. Spruijt
Title: Chairman
Elsevier Science Inc.
By: /s/ Herman P. Spruijt
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Name: Herman P. Spruijt
Title: Chairman
Reed International P.L.C.
By: /s/ Herman J. Bruggink
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Name: Herman J. Bruggink
Title: Director
Elsevier NV
By: /s/ Herman J. Bruggink
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Name: Herman J. Bruggink
Title: Chairman
