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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
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CARDIAC PATHWAYS CORPORATION
(Name of Subject Company)
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ADAM ACQUISITION 2001 INC.
BOSTON SCIENTIFIC CORPORATION
(Names of Filing Persons (identifying status as offeror,
issuer or other person))
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Common Stock, Par Value $.001 Per Share
(Including the Associated Preferred Share Purchase Rights)
(Title of Class of Securities)
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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)
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Copies to:
Clare O'Brien
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$50,250,375.47 $10,050.08
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* Estimated for purposes of calculating the amount of the filing fee only.
The fee was calculated by multiplying $5.267, the per share tender offer
price, by the 9,052,243 currently outstanding shares of Common Stock sought
in the Offer, which gives an aggregate consideration of $47,678,163.88 (the
"Common Stock Consideration"). The Common Stock Consideration was then
added to $2,572,211.59, being the net consideration for the Subject
Company's 1,907,831 in-the-money employee stock options and the 96,924
rights to purchase shares of Common Stock that may be issued pursuant to
the Subject Company's employee stock purchase plan to arrive at a total
transaction value of $50,250,375.47.
** Calculated as 1/50 of 1% of the transaction value.
[X] 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: $10,050.08 Filing Party: Boston Scientific Corporation,
Adam Acquisition 2001 Inc.
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Form or Registration No.: Schedule TO Date Filed: July 10, 2001
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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 13c-4
[ ] going-private transaction subject to Rule13e-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. [ ]
This Amendment No. 2 (the "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission on July 10, 2001, as amended on August 1, 2001 (the "Schedule TO"),
by Adam Acquisition 2001 Inc., a Delaware corporation ("Purchaser"), and a
wholly owned subsidiary of Boston Scientific Corporation, a Delaware corporation
("Parent"). This Schedule TO relates to the offer by Purchaser to purchase all
outstanding shares of common stock, par value $0.001 per share, including the
associated preferred share purchase rights (together, 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 Offer to Purchase dated July 10, 2001 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which, together
with the Offer to Purchase and any amendments or supplements hereto and thereto,
collectively constitute the "Offer"). Capitalized terms used and not defined
herein shall have the meanings ascribed to such terms in the Offer to Purchase
or in the Schedule TO.
Item 1. Summary Term Sheet.
Item 1 of the Schedule TO is hereby amended and supplemented by the
following:
Summary Term Sheet
Question fourteen of the Summary Term Sheet of the Offer to Purchase, titled
"Until what time can I withdraw previously tendered Shares?" on page iii is
amended by changing "September 8, 2001" to "September 7, 2001." The paragraph in
its entirety shall read as follows:
"You may withdraw previously tendered Shares any time prior to the
expiration of the Offer, and, unless we have accepted and paid for the Shares
pursuant to the Offer, you may also withdraw any tendered Shares at any time
after September 7, 2001. See Section 4."
Item 2. Subject Company Information.
Item 2 of the Schedule TO is hereby amended and supplemented by the
following:
Section 7. Certain Information Concerning the Company.
The second sentence of the first paragraph of Section 7 of the Offer to
Purchase on page 12 is amended by replacing it in its entirety with the
following sentence: "Purchaser and Parent have relied on the accuracy of such
information furnished by the Company and/or included in publicly available
information on the Company and have not made any independent attempt to verify
the accuracy of such information." The paragraph in its entirety shall read as
follows:
"Except as otherwise set forth in this Offer to Purchase, all of the
information concerning the Company contained in this Offer to Purchase has been
furnished by the Company or has been taken from or based upon publicly available
documents and records on file with the Commission and other public sources.
Purchaser and Parent have relied on the accuracy of such information furnished
by the Company and/or included in publicly available information on the Company
and have not made any independent attempt to verify the accuracy of such
information."
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO is hereby amended and supplemented by the
following:
Section 1. Terms of the Offer; Expiration Date.
The first sentence of the sixth paragraph of Section 1 of the Offer to
Purchase on page 5 is amended by replacing the words "promptly following the
acceptance of Shares for payment pursuant to the Offer" with the words "promptly
following expiration of the Offer", and the amended sentence shall read as
follows:
"Purchaser shall pay for all Shares validly tendered and not withdrawn
promptly following expiration of the Offer."
Section 2. Acceptance for Payment and Payment for Shares.
The second sentence of the first paragraph of Section 2 of the Offer to
Purchase on page 6 is amended by replacing the words "promptly following the
acceptance of Shares for payment pursuant to the Offer" with the words "promptly
following expiration of the Offer", and the amended sentence shall read as
follows:
"Purchaser shall pay for all Shares validly tendered and not withdrawn
promptly following expiration of the Offer."
Section 4. Withdrawal Rights.
The first sentence of the first paragraph of Section 4 of the Offer to
Purchase on page 10 is amended by changing "September 8, 2001" to "September 7,
2001", and the amended sentence shall read as follows:
"Tenders of Shares made pursuant to the Offer are irrevocable except that
such Shares may be withdrawn at any time prior to the Expiration Date and unless
theretofore accepted for payment and paid for by Purchaser pursuant to the
Offer, may also be withdrawn at any time after September 7, 2001."
Section 10. Background of the Offer; Contacts with the Company; the Merger
Agreement and Related Agreements.
The "Severance and Retention Agreements" section on page 28 of Section 10 of
the Offer to Purchase is amended by deleting the first sentence thereof and the
words "Under the proposed plan" in the second sentence and adding new language
that will read as follows:
"Parent agreed that the Company could put in place certain retention plans
with certain executive officers and non-executive officers and other employees
of the Company. In addition, Parent agreed to honor preexisting commitments of
the Company with respect to certain severance agreements entered into between
the Company and certain executive officers. Under the proposed retention plan".
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Section 14. Certain Conditions of the Offer.
The second sentence of the final paragraph of Section 14 of the Offer to
Purchase on page 34 is amended by replacing it in its entirety with the
following sentence: "The failure by Parent or Purchaser at any time to exercise
any of the foregoing rights shall not be deemed a waiver of any such right; the
waiver of any such right with respect to particular facts and other
circumstances shall not be deemed a waiver with respect to any other facts and
circumstances; and each such right shall be deemed an ongoing right that may be
asserted at any time and from time to time; provided, however, that, other than
with respect to any condition relating to receipt of governmental approvals, all
of the foregoing rights must be exercised or waived before the Offer expires."
Item 7. Source and Amount of Funds or Other Consideration.
Item 7 of the Schedule TO is hereby amended and supplemented by the
following:
Section 9. Financing of the Offer and the Merger.
Section 9 of the Offer to Purchase on page 13 is amended by deleting the
fourth sentence thereof and adding new language so that Section 9 will read in
its entirety as follows:
"The Offer is not conditioned upon any financing arrangements. The total
amount of funds required by Purchaser to consummate the Offer and the Merger and
to consummate the transactions contemplated by the Merger Agreement and the
Stock Purchase Agreement, and to pay related fees and expenses is estimated to
be approximately $115 million. Purchaser will obtain all of such funds from
Parent. Parent will provide such funds from existing working capital or by
drawing down on the facilities available to Parent under the Second Amended and
Restated Credit Agreement, dated as of September 4, 1998 (the "Credit
Agreement"), among Parent as borrower, ABN AMRO Bank N.V., Bank of America
National Trust and Savings Association and Barclays Bank plc as syndication
agents, Chase Securities Inc. as arranger and book manager, The Chase Manhattan
Bank as administrative agent and the banks from time to time parties thereto
(the "Banks"), as amended on February 23, 1999 and June 20, 2000. This summary
is not a complete description of the terms and conditions of the Credit
Agreement and its amendments and is qualified in its entirety by reference to
the full text of the Credit
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Agreement and its amendments, copies of which have been incorporated by
reference as exhibits to the Schedule TO filed by Parent and Purchaser with
respect to the Offer. Under the Credit Agreement, the Banks have made available
to Parent a revolving credit facility of up to $1.0 billion which terminates in
June 2002. Use of the borrowings is unrestricted and the borrowings are
unsecured. The interest rate for borrowing under the Credit Agreement will be
the offered rate for deposits in US dollars with a comparable term that appears
on the Telerate Page, adjusted for any reserve requirements. The Credit
Agreement contains other customary terms and conditions. Parent currently plans
to repay the borrowings out of funds generated in the ordinary course of
business. Parent enters into new facilities from time to time in the ordinary
course of business and may in the future choose to use a new facility to access
the necessary funds for the consummation of the Offer and the Merger, as well as
the transactions under the Merger Agreement and the Stock Purchase Agreement.
Parent does not have any alternative financing arrangements in place with
respect to the Offer."
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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: August 3, 2001
ADAM ACQUISITION 2001 INC.
By /s/ Lawrence J. Knopf
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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: August 3, 2001
BOSTON SCIENTIFIC CORPORATION
By /s/ Lawrence J. Knopf
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Name: Lawrence J. Knopf
Title: Assistant General Counsel
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EXHIBIT INDEX
Exhibit No.
(a)(1)(i) Offer to Purchase dated July 10, 2001.*
(a)(1)(ii) Form of Letter of Transmittal.*
(a)(1)(iii) Form of Notice of Guaranteed Delivery. *
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees. *
(a)(1)(v) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients. *
(a)(1)(vi) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9. *
(a)(1)(vii) Summary Advertisement as published in The New York Times on
July 10, 2001. *
(a)(5)(i) Press Release issued by Parent on June 29, 2001 (incorporated
by reference to exhibit 99.1 of the Schedule TO-C filed by
Parent on June 29, 2001).
(a)(5)(ii) Communication by Parent to employees on June 29, 2001
(incorporated by reference to exhibit 99.2 of the Schedule TO-C
filed by Parent on June 29, 2001).
(a)(5)(iii) Transcript of Analyst Call held by Parent on June 29, 2001
(incorporated by reference to exhibit 99.3 of the Schedule TO-C
Amendment filed by Parent on July 6, 2001).
(a)(5)(iv) Press Release issued by Parent and the Company on July 31, 2001
(incorporated by reference to exhibit 99.(a)(5)(iv) of the
Schedule TO Amendment filed by Parent on August 1, 2001).
(b)(i) Form of Second Amended and Restated Credit Agreement, dated
September 4, 1998 among Parent, The Several Lenders and certain
other parties (incorporated by reference to exhibit 10.1,
Current Report on Form 8-K filed by Parent dated September 25,
1998).
(b)(ii) Form of Amendment dated February 23, 1999 to Second Amended and
Restated Credit Agreement dated September 4, 1998 among Parent,
The Several Lenders and certain other parties (incorporated by
reference to exhibit 10.21, Annual Report on Form 10-K filed by
Parent dated December 31, 1998).
(b)(iii) Form of Second Amendment dated as of June 20, 2000 to the
Second Amended and Restated Credit Agreement dated September 4,
1998 among Parent, The Several Lenders and The Chase Manhattan
Bank (incorporated by reference to exhibit 10.1, Quarterly
Report on Form 10-Q filed by Parent for the quarter ended June
30, 2000).
(d)(i) Agreement and Plan of Merger, dated as of June 28, 2001, among
Parent, Purchaser and the Company (incorporated by reference to
exhibit 1 of the Schedule 13D filed by Parent on July 9, 2001).
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* Incorporated by reference to Parent's Schedule TO, filed July 10, 2001.
(d)(ii) Stock Purchase Agreement, dated as of June 28, 2001, among
Parent and certain holders of the Company's preferred stock
(incorporated by reference to exhibit 2 of the Schedule 13D
filed by Parent on July 9, 2001).
(d)(iii) Stockholder Agreement, dated as of June 28, 2001, among Parent,
Purchaser and Van Wagoner Funds, Inc. (incorporated by
reference to exhibit 3 of the Schedule 13D filed by Parent on
July 9, 2001).
(d)(iv) Stockholders Agreement, dated as of June 28, 2001, among
Parent, Purchaser and certain members of management of the
Company (incorporated by reference to exhibit 4 of the Schedule
13D filed by Parent on July 9, 2001).