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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14d-100)
(AMENDMENT NO. 3)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
ENDOSONICS CORPORATION
(NAME OF SUBJECT COMPANY (ISSUER))
JOMED ACQUISITION CORP.
JOMED N.V.
(NAMES OF FILING PERSONS (OFFERORS))
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COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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29264K105
(CUSIP NUMBER OF CLASS OF SECURITIES)
ANTTI RISTINMAA
JOMED N.V.
DROTTNINGGATAN 94
S-252 21 HELSINGBORG
SWEDEN
TELEPHONE: 46-42-490-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
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COPY TO:
BERTIL P-H LUNDQVIST, ESQ.
RANDALL H. DOUD, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NY 10036
TELEPHONE: 212-735-3000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$233,044,306 $46,609**
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* For purposes of calculating amount of filing fee only. This amount assumes
the purchase of (i) all outstanding shares of common stock of EndoSonics
Corporation, including the related preferred share purchase rights, and (ii)
shares of common stock of EndoSonics Corporation subject to options that will
be vested and exercisable as of the closing of this offer. The amount of the
filing fee calculated in accordance with Rule 0-11 of the Securities Exchange
Act of 1934, as amended, equals 1/50 of 1% of the transaction value.
** Paid previously in connection with the filing of the Schedule TO on August
21, 2000.
[ ] 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: N/A Form or Registration No.: N/A
Filing party: N/A Date Filed: N/A
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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: [ ]
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This Amendment No. 3 to the Tender Offer Statement on Schedule TO (the
"Schedule TO"), filed initially with the Securities and Exchange Commission on
August 21, 2000, relates to the third-party tender offer by JOMED Acquisition
Corp. (the "Purchaser"), a corporation organized under the laws of the State of
Delaware and a wholly-owned subsidiary of JOMED N.V., a corporation organized
under the laws of The Netherlands, to purchase all of the shares of common
stock, par value $0.001 per share, of EndoSonics Corporation, a corporation
organized under the laws of the State of Delaware, at a price of $11.00 per
Share, net to the seller in cash and without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated August
21, 2000 (the "Offer to Purchase"), and in the related Letter of Transmittal
(which, together with all amendments or supplements thereto, collectively
constitute the "Offer").
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Schedule TO, except as otherwise set forth
below. Unless otherwise defined herein, all capitalized terms used herein shall
have the respective meanings given such terms in the Offer to Purchase. All page
number references are to pages in the Offer to Purchase, and all amendments and
supplements listed below amend and supplement the Offer to Purchase.
15. CERTAIN CONDITIONS OF THE OFFER
Page 40. The first full paragraph on page 40 (directly above "Section 16.
Certain Legal Matters; Regulatory Approvals") is restated in its entirety to
read as follows:
Subject to the provisions of the Merger Agreement, the foregoing conditions
are for the sole benefit of JOMED and the Purchaser and may be asserted by the
Purchaser or, subject to the terms of the Merger Agreement may be waived by
JOMED or the Purchaser, in whole or in part at any time and from time to time up
to the expiration of the Offer. The failure of JOMED or the Purchaser at any
time to exercise any of the foregoing rights shall not be deemed a waiver of any
such right and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time up to the expiration of the Offer.
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SIGNATURE
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.
JOMED Acquisition Corp.
By: /s/ TOR PETERS
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Name: Tor Peters
Title: President
JOMED N.V.
By: /s/ TOR PETERS
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Name: Tor Peters
Title: President
Dated: September 18, 2000