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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. 3)
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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. [X]
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This Amendment No. 3 ("Final 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 and August 3, 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"). Pursuant
to General Instruction H to Schedule TO, this Final Amendment satisfies the
reporting requirements of section 13(d) of the Securities Exchange Act of 1934
with respect to all securities acquired by Purchaser in the tender 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 8. Interest in Securities of the Subject Company.
Item 8 of the Schedule TO is hereby amended and supplemented to include
the following information:
At 12:00 midnight, New York City time, on Monday, August 6, 2001, the
Offer expired. Based on a preliminary count, approximately 8,890,420 Shares were
tendered pursuant to the Offer, of which 245,338 shares were tendered pursuant
to notices of guaranteed delivery. Such shares constituted approximately 98.19%
of the outstanding shares. On August 7, 2001, effective as of 12:01 a.m., all
Shares validly tendered and not withdrawn prior to the expiration of the Offer
were accepted for payment. A copy of a press release announcing the expiration
of the Offer and the acceptance of validly tendered Shares is attached hereto as
Exhibit (a)(5)(v).
Item 2. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented to
include the following information:
(a)(5)(v) Press Release issued by Parent and the Company on August 7, 2001.
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 7, 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 7, 2001
BOSTON SCIENTIFIC CORPORATION
By /s/ Lawrence J. Knopf
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Name: Lawrence J. Knopf
Title: Assistant General Counsel
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).
(a)(5)(v) Press Release issued by Parent and the Company on August 7,
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
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* Incorporated by reference to Parent's Schedule TO, filed July 10, 2001.
(d)(ii) by Parent on July 9, 2001). 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).