SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
SHARED MEDICAL SYSTEMS CORPORATION
(Name of Subject Company (Issuer))
AUTOBAHN ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
SIEMENS CORPORATION
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
SIEMENS AKTIENGESELLSCHAFT
(Name of Filing Person (Offeror))
COMMON STOCK,
PAR VALUE $0.01
PER SHARE
(Title of Class of Securities)
819486101
(CUSIP Number of Class of Securities)
KENNETH R. MEYERS
SIEMENS CORPORATION
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022
(212) 258-4000
with a copy to:
BENJAMIN F. STAPLETON III, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004-2498
(212) 558-4000
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
- --------------------------------------------------------------------------------
CALCULATION OF FILING FEE
Transaction valuation Amount of filing fee
Not Applicable
- --------------------------------------------------------------------------------
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
<PAGE>
ITEMS 1 - 11.
N/A
ITEM 12. EXHIBITS
Text of Press Release issued by Siemens Corporation on May 26, 2000
CONTACT: Thomas Varney
212-258-4335
[email protected]
----------------------------
FOR IMMEDIATE RELEASE
SIEMENS ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING
PERIOD REGARDING PENDING ACQUISITION OF
SHARED MEDICAL SYSTEMS CORPORATION
NEW YORK, May 26, 2000 -- Siemens Medical Engineering Group (Med) today
announced the expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act applicable to Siemens Corporation's pending
acquisition of Shared Medical Systems Corporation (NYSE: SMS).
As previously announced, Siemens Corporation and Shared Medical Systems
Corporation (SMS) have entered into a merger agreement pursuant to which a
wholly owned subsidiary of Siemens Corporation, Autobahn Acquisition
Corporation, commenced on May 10, 2000, an all-cash tender offer for all of
SMS's outstanding common stock at a price of $73.00 per share. The tender offer
is conditioned upon, among other things, there being tendered prior to the
expiration date of the tender offer and not withdrawn at least a majority of the
shares of common stock. The tender offer and withdrawal rights are scheduled to
expire at 12:00 midnight, New York City time, on Wednesday, June 7, 2000, unless
extended.
The tender offer may be extended on the terms and conditions stated in
the Offer to Purchase, dated May 10, 2000, which is available from Georgeson
Shareholder Communications Inc., the Information Agent for the tender offer
(toll-free telephone 800-223-2064), or from the Securities and Exchange
Commission's web site at www.sec.gov. Any extension of the tender offer will be
followed as promptly as practicable by a public announcement, which will be
issued no later than 9:00 a.m. New York City time on the next business day after
the previously scheduled expiration date.
- more-
EXPIRATION OF WAITING PERIOD -- page 2
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<PAGE>
Credit Suisse First Boston Corporation is the dealer manager for the
tender offer. Georgeson Shareholder Communications Inc. is the information
agent.
Siemens Medical Engineering Group is one of the world's largest
suppliers of innovative products, services and complete solutions for the
healthcare industry. Med covers the full spectrum of products, systems and
services, ranging from advanced diagnostic and therapy imaging systems and
audiology devices, to IT solutions for optimizing processes and improving
efficiency in clinics and private practices. Med posted orders worth 4.14
billion euros (DM8.1 billion; $4.35 billion) and sales of 4.09 billion euros
(DM8.0 billion; $4.3 billion) in fiscal 1999, and has some 19,000 employees
worldwide.
Siemens AG, the parent of Siemens Medical Engineering, is based in
Munich, Germany. It designs, manufactures and markets a wide range of electrical
and electronic parts and systems.
Founded in 1969, Shared Medical Systems Corporation has over 30 years
of network computing experience, operating the industry's largest Information
Services Center (ISC) and Health Information Network for application hosting,
e-commerce, enterprise systems management, and managed Internet services. SMS
specializes in information solutions for hospitals, provides process and
structural consulting, application services and manages IT infrastructures. As
the premier Application Service Provider (ASP) in healthcare, SMS's ISC operates
health applications for over 1,000 health providers with connections to over
400,000 customer workstations, and processes 80 million transactions each day.
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