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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(AMENDMENT NO. 1)
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 to Tender Offer Statement on Schedule 14D-1/A (this
"Statement") relates to the offer 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") 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.
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ITEM 10. ADDITIONAL INFORMATION.
(a) The information set forth in Section 17 ("Employment Agreements") of the
Offer to Purchase is incorporated by reference.
(b) and (c) The information set forth in Section 15 ("Certain Legal Matters
and Regulatory Approvals") of the Offer to Purchase is incorporated herein by
reference.
(d) Not applicable.
(e) The information set forth in Section 15 ("Certain Legal Matters and
Regulatory Approvals"), of the Offer to Purchase is incorporated herein by
reference.
(f) The information set forth in the Offer to Purchase is incorporated herein
by reference.
On April 10, 1997, the waiting period under the pre-merger notification
requirement of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with
respect to the Offer expired without a request for additional information by
the Federal Trade Commission or Department of Justice. On April 14, 1997, a
press release was issued with regard to the foregoing, a copy of which is
filed as Exhibit 99(a)(9) to this Statement.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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99(a)(1)(F) Form of Offer to Purchase dated March 28, 1997.
99(a)(2)(F) Form of Letter of Transmittal.
99(a)(3)(F) Form of Notice of Guaranteed Delivery.
99(a)(4)(F) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.
99(a)(5)(F) Form of Letter to Clients.
99(a)(6)(F) Form of Guidelines for Certification of Taxpayer Identification
number of Substitute Form W-9.
99(a)(7)(F) Summary Advertisement as published in The Wall Street Journal on
March 28, 1997.
99(a)(8)(F) Press Release issued by ESI and the Company on March 24, 1997.
(b) None.
99(a)(9) Press Release of April 14, 1997.
99(c)(1)(F) Agreement and Plan of Merger, dated as of March 23, 1997, among
ESI, Purchaser and the Company.
99(c)(2)(F) Employment Agreements, dated as of March 23, 1997, between the
Company and each of Steven D. Goldby, Thomas D. Jones, John J.
Hanlon and Dan E. Kingman and Proposed Employment Agreement
between the Company and John Priestley.
(d) None.
(e) Not applicable.
(f) None.
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(F) Previously filed.
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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 14, 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
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EXHIBIT 99(a)(9)
[LETTERHEAD OF REED ELSEVIER APPEARS HERE]
PRESS RELEASE
14 April 1997
REED ELSEVIER ANNOUNCES EXPIRY OF
ANTITRUST WAITING PERIOD ON MDL INFORMATION SYSTEMS
Reed Elsevier plc confirmed today that, with respect to the proposed
acquisition of MDL Information Systems, Inc. by Elsevier Science, Inc., the
waiting period under the pre-merger notification requirement of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired on 10 April 1997
without a request for additional information by the United States Federal
Trade Commission or Department of Justice.
The $32 per share cash tender offer for MDL is scheduled to expire at 12:00
Midnight, New York time, on Thursday, 24 April 1997.
For further information:
London: Nigel Stapleton Tel +44 171 491 8277
Amsterdam: Paul Vlek Tel +31 20 515 9358
New York: Paul Richardson Tel +1 212 309 8172
