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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FINAL AMENDMENT
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
(Amendment No. 5)
Molecular Dynamics, Inc.
(Name of Subject Company)
APB Acquisition Corp.
(Bidder)
Amersham Pharmacia Biotech Inc.
Amersham Pharmacia Biotech Ltd
Nycomed Amersham plc
(Co-Bidders)
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
608514 10 5
(CUSIP Number)
Andrew D. Rackear
APB Acquisition Corp.
c/o Amersham Pharmacia Biotech Inc.
800 Centennial Avenue
P.O. Box 1327
Piscataway, NJ 08855-1327
Telephone: 732-457-8000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
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Copies to:
John W. Buttrick
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
August 14, 1998
Date Tender Offer First Published, Sent or Given to Security Holder
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CUSIP No. 608514 10 5
1 NAMES OF REPORTING PERSONS APB Acquisition Corp.
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 9,820,668
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 95.5
10 TYPE OF REPORTING PERSON CO
CUSIP No. 608514 10 5
1 NAMES OF REPORTING PERSONS Amersham Pharmacia Biotech Inc.
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 9,820,668
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 95.5
10 TYPE OF REPORTING PERSON CO
CUSIP No. 608514 10 5
1 NAMES OF REPORTING PERSONS Amersham Pharmacia Biotech Ltd
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION England, United Kingdom
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 9,820,668
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 95.5
10 TYPE OF REPORTING PERSON CO
CUSIP No. 608514 10 5
1 NAMES OF REPORTING PERSONS Nycomed Amersham plc
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION England, United Kingdom
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 9,820,668
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 95.5
10 TYPE OF REPORTING PERSON CO
This Final Amendment amends and supplements the Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1") dated August 14, 1998 filed
by Amersham Pharmacia Biotech Ltd ("APB Ltd"), an English company, Amersham
Pharmacia Biotech Inc., ("APB Inc.") a Delaware company and wholly-owned
subsidiary of APB Ltd, and APB Acquisition Corp., a wholly-owned subsidiary of
APB Inc. (together with APB Ltd and APB Inc., the "Bidders") relating to the
Bidders' offer to purchase all outstanding shares of Common Stock, $0.01 par
value of Molecular Dynamics, Inc. (the "Company"), at $20.50 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase and the related Letter of Transmittal, copies of which
are attached as Exhibits (a)(1) and (a)(2) to the Schedule 14D-1 (which are
herein referred to as the "Offer").
Capitalized terms not separately defined herein shall have the
meanings specified in the Schedule 14D-1.
Item 6. Interest in Securities of the Subject Company.
Bidders' Offer expired on September 11, 1998. As of September
17, 1998, a total of 8,818,668 Shares, including Shares for which certificates
were delivered to the Depositary pursuant to the Offer's guaranteed delivery
procedure, had been validly tendered and not withdrawn. Such Shares, taken
together with the 1,002,000 Shares already owned by APB Acquisition Corp.,
represent 95.5% of the 10,278,300 Shares outstanding. Bidders have accepted for
purchase all of such Shares.
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: September 21, 1998
APB Acquisition Corp.
By: /s/ David Dally
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Name: David Dally
Title: President
Amersham Pharmacia Biotech Inc.
By: /s/ Philip G. Douglas
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Name: Philip G. Douglas
Title: President
Amersham Pharmacia Biotech Ltd
By: /s/ Giles F. B. Kerr
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Name: Giles F. B. Kerr
Title: Director
Nycomed Amersham plc
By: /s/ Giles F. B. Kerr
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Name: Giles F. B. Kerr
Title: Director
