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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
CLINTRIALS RESEARCH INC.
(Name of Subject Company (Issuer))
INDIGO ACQUISITION CORP.
a wholly owned subsidiary of
INVERESK RESEARCH (CANADA) INC.
a wholly owned subsidiary of
INVERESK RESEARCH GROUP LIMITED
(Name of Filing Persons (Offerors))
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
188767107
(CUSIP Number of class of securities)
STEWART G. LESLIE
INVERESK RESEARCH GROUP LIMITED
ELPHINSTONE RESEARCH CENTRE
TRANENT, EAST LOTHIAN EH33 2NE
SCOTLAND, UNITED KINGDOM
+44 (1875) 614-545
(Name, Address and Telephone No. of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
with a copy to:
JOHN A. HEALY, ESQ.
CLIFFORD CHANCE ROGERS & WELLS LLP
200 PARK AVENUE,
NEW YORK, NEW YORK 10166
(212) 878-8000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
$123,490,056 $24,699*
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* Previously paid.
|_| Check the box if the filing relates solely to preliminary communications
made before 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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AMENDMENT NO. 1 TO SCHEDULE TO
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO, originally filed with the Securities and Exchange Commission on
March 5, 2001 (the "Schedule TO"), relating to the offer by Indigo Acquisition
Corp., a Delaware corporation ("Purchaser"), which is a wholly owned subsidiary
of Inveresk Research (Canada) Inc., a corporation organized under the laws of
Canada ("Inveresk Canada"), which, in turn, is a wholly owned subsidiary of
Inveresk Research Group Limited, a company organized under the laws of Scotland
("Parent"), to purchase all of the outstanding shares of common stock, par value
$0.01 per share (the "Shares"), of ClinTrials Research Inc., a Delaware
corporation (the "Company") at a price of $6.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated March 5, 2001 (the "Offer to Purchase"), a copy of which was
attached as Exhibit (a)(1) to the Schedule TO, and in the related Letter of
Transmittal, a copy of which was attached to the Schedule TO as Exhibit (a)(2).
SCHEDULE TO
The Schedule TO is hereby supplemented and/or amended as provided
below.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is amended by adding the following:
Parent has been notified that it has received clearance from the German
Federal Cartel Office to proceed with the completion of the Offer and the
Merger. The Offer remains conditioned upon, among other things, the expiration
of the applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.
For additional information regarding the clearance received from the
German Federal Cartel Office, see the text of the press release filed as an
exhibit hereto.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is amended by adding the following:
(a)(9) Press release issued by Parent, dated March 19, 2001, announcing
the receipt of clearance from the German Federal Cartel Office
to proceed with the completion of the Offer and the Merger.
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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.
Date: March 19, 2001 INDIGO Acquisition Corp.
/S/ WALTER NIMMO
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Name: Walter Nimmo
Title: President
/S/ ALASTAIR MCEWAN
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Name: Alastair McEwan
Title: Vice President
INVERESK RESEARCH (CANADA) INC.
/S/ WALTER NIMMO
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Name: Walter Nimmo
Title: President
INVERESK RESEARCH GROUP LIMITED
/S/ WALTER NIMMO
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Name: Walter Nimmo
Title: Chief Executive Officer
/S/ STEWART LESLIE
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Name: Stewart Leslie
Title: Director and Company Secretary
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