SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO-C
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
CARDIAC PATHWAYS CORPORATION
(Name of Subject Company)
ADAM ACQUISITION 2001 INC.
BOSTON SCIENTIFIC CORPORATION
(Offeror)
(Names of Filing Persons (identifying status as offeror,
issuer or other person))
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
141408 10 4
(CUSIP Number of Class of Securities)
Lawrence J. Knopf Lawrence J. Knopf
Boston Scientific Corporation Adam Acquisition 2001 Inc.
One Boston Scientific Place One Boston Scientific Place
Natick, MA 01760-1537 Natick, MA 01760-1537
(508) 650-8567 (508) 650-8567
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
Copies to:
Clare O'Brien
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation Amount of Filing Fee
- --------------------------------------------------------------------------------
Not Applicable Not Applicable
- --------------------------------------------------------------------------------
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Filing Party:
-------------------- -------------------
Form or Registration No.: Date Filed:
------------------ ---------------------
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[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes 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: [ ]
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This Amendment No. 1 (the "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO-C filed with the Securities and Exchange
Commission on June 29, 2001 (the "Schedule TO-C") by Adam Acquisition 2001 Inc.,
a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Boston
Scientific Corporation, a Delaware corporation ("Parent"). The Schedule TO-C
relates to the offer by Purchaser to purchase all outstanding shares of common
stock, par value $0.001 per share (the "Shares"), of Cardiac Pathways
Corporation, a Delaware corporation (the "Company"), at a purchase price of
$5.267 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Agreement and Plan of Merger, dated as of June 28,
2001 (the "Merger Agreement"). Capitalized terms used and not defined herein
shall have the meanings ascribed to such terms in the Merger Agreement.
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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: July 6, 2001
ADAM ACQUISITION 2001 INC.
By /s/ Lawrence J. Knopf
---------------------------------
Name: Lawrence J. Knopf
Title: Vice President
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: July 6, 2001
BOSTON SCIENTIFIC CORPORATION
By /s/ Lawrence J. Knopf
---------------------------------
Name: Lawrence J. Knopf
Title: Assistant General Counsel
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
99.3 Transcript of Analyst Call held by Boston Scientific Corporation
on June 29, 2001.
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