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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 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. 2 TO SCHEDULE TO
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO, originally filed with the Securities and Exchange Commission
(the "Commission") on March 5, 2001, as amended by Amendment No. 1 filed with
the Commission on March 19, 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:
The applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, expired on Monday, March 19, 2001.
The offer remains conditioned upon, among other things, the Company's
shareholders tendering and not withdrawing prior to the expiration of the offer
at least a majority of the total number of all outstanding Shares plus all
Shares issuable upon exercise of options and other similar rights to purchase
Shares.
For additional information regarding the expiration of the waiting
period, 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)(10) Press release issued by Parent, dated March 20, 2001, announcing
the expiration of the waiting period under the HSR Act.
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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 20, 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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