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As filed with the Securities and Exchange Commission on November 14, 2000
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
ADAC Laboratories
(Name of Subject Company (Issuer))
Philips Medical Acquisition Corporation
a Wholly Owned Subsidiary of
Philips Holding USA Inc.
a Wholly Owned Subsidiary of
Koninklijke Philips Electronics N.V.
(Names of Filing Persons)
COMMON STOCK,
NO PAR VALUE
(Title of Class of Securities)
005313200
(CUSIP Number of Class of Securities)
William E. Curran
President
Philips Holding USA Inc.
1251 Avenue of the Americas
New York, New York 10020
(Name, address, and telephone numbers of person
authorized to receive notices and communications on
behalf of filing persons)
with a copy to:
Matthew G. Hurd, ESQ.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004-2498
(212) 558-4000
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CALCULATION OF FILING FEE
Transaction valuation Amount of filing fee
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[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: $97,971
Form or Registration No.: 005-32403
Filing Party: Koninklijke Philips Electronics N.V.
Date Filed: November 14, 2000
[ ] 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:[ ]
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby incorporated by reference in response to all the
items of this Schedule TO, except as otherwise set forth below.
Items 1-9. Summary Term Sheet. Subject Company Information. Identity and
Background of Filing Person. Terms of the Transaction. Past
Contacts, Transactions, Negotiations and Agreements. Purposes of the
Transaction and Plans or Proposals. Source and Amount of Funds or
Other Consideration. Interest in Securities of the Subject Company.
Persons/Assets, Retained, Employed, Compensated or Used.
Items 1 through 9 of this Schedule TO are hereby amended and restated to
incorporate the information set forth in the corrected Offer to Purchase set
forth in Exhibit 99(a)(1) of this Amendment No. 1. The information in the
corrected Offer to Purchase has been included in the printed Offer to Purchase
distributed to shareholders of the Company on and after November 14, 2000.
Item 12. Exhibits.
The following are attached as exhibits to this Schedule TO:
99(a)(1) Offer to Purchase
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
PHILIPS MEDICAL ACQUISITION CORPORATION
By: /s/ WILLIAM E. CURRAN
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Name: William E. Curran
Title: President and Director
PHILIPS HOLDING USA INC.
By: /s/ WILLIAM E. CURRAN
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Name: William E. Curran
Title: Chairman, President and Director
KONINKLIJKE PHILIPS ELECTRONICS N.V.
By: /s/ COR BOONSTRA
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Name: Cor Boonstra
Title: President, Chairman of the Board of
Management and the Group Management
Committee
By: /s/ JAN H.M. HOMMEN
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Name: Jan H.M. Hommen
Title: Executive Vice-President, Chief
Financial Officer, Member of the
Board of Management and the Group
Management Committee
Date: November 14, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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99(a)(1) Offer to Purchase