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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 1)
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
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ATL ULTRASOUND, INC.
(Name of Subject Company)
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ATL ULTRASOUND, INC.
(Name of Person(s) Filing Statement)
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Common Stock, par value $0.01 per share
(including the associated Rights to Purchase
Series A Participating Cumulative Preferred Stock)
(Title of Class of Securities)
00207N 10 0
(CUSIP Number of Class of Securities)
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W. Brinton Yorks, Jr.
Vice President and General Counsel
ATL Ultrasound, Inc.
22100 Bothell Everett Highway
Bothell, Washington 98041-3003
(425) 487-7152
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Robert I. Townsend, III, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
(212) 474-1000
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INTRODUCTION
The Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Schedule 14D-9") originally filed on
August 4, 1998, by ATL Ultrasound, Inc., a Washington
corporation (the "Company"), relates to an offer by Philips
Acquisition, Inc., a Washington corporation ("Merger Sub")
and a wholly owned subsidiary of Philips Electronics North
American Corporation, a Delaware corporation ("Parent"), and
an indirect wholly owned subsidiary of Koninklijke Philips
Electronics N.V., a company organized under the laws of The
Netherlands ("Royal Philips"), to purchase all of the shares
of the common stock, par value $0.01 per share (including the
associated rights to purchase Series A Participating
Cumulative Preferred Stock), of the Company. All capitalized
terms used herein without definition have the respective
meanings set forth in the Schedule 14D-9.
Item 3(b)(2). Certain Executive Compensation and Other
Employee-Related Matters in Connection with the Merger.
The response to Item 3(b)(2) is hereby amended by
adding the following after the final paragraph of the
description of Mr. Fill's employment agreement:
On September 21, 1998, the Company and Mr. Fill
entered into an amendment to the Fill Agreement, a copy of
which is filed as Exhibit c(7) and incorporated by reference
herein.
Item 9. Exhibits.
The response to Item 9 is hereby amended by adding
the following new Exhibit:
(c)(7) Amendment No. 1 dated as of September 21, 1998, to
Employment and Consulting Agreement dated as of
July 29, 1998 by and between the Company and Dennis
C. Fill.
SIGNATURE
After reasonable 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.
ATL ULTRASOUND, INC.
By /s/ Pamela L. Dunlap
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Name: Pamela L. Dunlap
Title: Senior Vice President
and Chief Financial Officer
Dated as of September 24, 1998
EXHIBIT INDEX
Exhibit Description Page No.
(c)(7) Amendment No. 1 dated as of September 21,
1998, to Employment and Consulting
Agreement dated as of July 29, 1998 by and
between the Company and Dennis C. Fill...........