-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DtHHXgWFrXV54B9mKjX2IuZtN4fppca9tMal2fjiHS8+LstzAU/Yrbds57ukWxQJ hpq0GscXXiC/QSxplROtgQ== 0000898822-04-000604.txt : 20040702 0000898822-04-000604.hdr.sgml : 20040702 20040702171529 ACCESSION NUMBER: 0000898822-04-000604 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040702 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALARIS MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0000817161 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 133492624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40264 FILM NUMBER: 04900724 BUSINESS ADDRESS: STREET 1: 10221 WATERIDGE CIRCLE CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8584587000 MAIL ADDRESS: STREET 1: 10221 WATERIDGE CIRCLE CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: ALARIS MEDICAL INC DATE OF NAME CHANGE: 19970512 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED MEDICAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 19901116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARDINAL HEALTH INC CENTRAL INDEX KEY: 0000721371 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 310958666 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7000 CARDINAL PLACE CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147573033 MAIL ADDRESS: STREET 1: 7000 CARDINAL PLACE CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: CARDINAL DISTRIBUTION INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 jul213da.txt SCHEDULE 13D AMENDMENT NO. 1 - JULY 2, 2004 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) ALARIS MEDICAL SYSTEMS, INC. ---------------------------- (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------- (Title of Class of Securities) 011637105 ---------------- (CUSIP Number) Paul S. Williams, Esq. Executive Vice President, Chief Legal Officer and Secretary Cardinal Health, Inc. 7000 Cardinal Place Dublin, Ohio 43017 (614) 757-5000 with a copy to: David A. Katz, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 1, 2004 -------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] SCHEDULE 13D ---------------------- --------------------------------- CUSIP No. 011637105 ---------------------- --------------------------------- - ------------- ------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CARDINAL HEALTH, INC. 31-0958666 - ------------- ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - ------------- ----------------------------------------------------------------- 3 SEC USE ONLY |_| - ------------- ----------------------------------------------------------------- 4 SOURCE OF FUNDS WC/BK/OO - ------------- ----------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ------------- ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION OHIO - ------------- ----------------------------------------------------------------- 7 SOLE VOTING POWER 70,218,799 NUMBER OF ------- ---------------------------------------------------- 8 SHARED VOTING POWER SHARES -0- BENEFICIALLY ------- ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER OWNED BY 70,218,799 EACH ------- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER REPORTING -0- PERSON WITH - ------------------- ------- ---------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70,218,799 - ------------------- ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------- ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 96.9% - ------------------- ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON HC, CO - ------------------- ------------------------------------------------------------ ================================================================================ This Amendment No. 1 (the "Amendment No. 1") amends and supplements the Schedule 13D filed on May 28, 2004 (as amended and supplemented prior to the date hereof by the amendments deemed filed on Schedule TO, the "Schedule 13D"), by Cardinal Health, Inc., an Ohio corporation ("Cardinal Health"), relating to the common stock, par value $0.01 per share ("Common Stock"), of ALARIS Medical Systems, Inc., a Delaware corporation ("ALARIS"). Unless otherwise indicated, all capitalized terms used but not defined in this Amendment No.1 shall have the meanings ascribed to them in the Schedule 13D. ITEM 4: PURPOSE OF TRANSACTION Item 4 of the Schedule 13D is hereby amended and supplemented by the following to the end thereof: On July 1, 2004, ALARIS, Cardinal Health, and Blue Merger Corp., a Delaware corporation and a wholly owned subsidiary of Cardinal Health, entered into Amendment No. 2 (the "Amendment No. 2") to the Agreement and Plan of Merger, dated as of May 18, 2004 and amended on June 14, 2004 (the "Merger Agreement"). A copy of the Amendment No. 2 is filed as an exhibit to the Current Report on Form 8-K filed by ALARIS on July 2, 2004 and is incorporated by reference. Reference to or description of the Amendment No. 2 is qualified in its entirety by reference to such exhibit. ITEM 5: INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Schedule 13D is hereby amended and supplemented by the following to the end thereof: On Monday, June 28, 2004, Cardinal Health issued a press release announcing the expiration of the Offer, a copy of which press release was filed as an exhibit to Cardinal Health's Schedule TO/A relating to the acquisition of ALARIS filed on that date. The Offer expired at midnight, New York City time, on June 25, 2004. All Shares validly tendered (and not withdrawn) prior to the expiration of the Offer have been accepted for payment and will be purchased promptly. Pursuant to the Offer, 67,323,950 Shares were tendered and not withdrawn, representing approximately 92.4 percent of the total number of Shares outstanding (including 369,500 Shares held in treasury). In addition, 4,586,107 Shares were tendered into the Offer by receipt of notice of guaranteed delivery. On Monday, June 28, 2004, 1,572,603 Shares that were tendered into the Offer by notice of guaranteed delivery were delivered to the Depositary, EquiServe Trust Company, along with 22 additional Shares that were not reflected in the above totals. On Tuesday, June 29, 2004, 596,878 Shares that were tendered into the Offer by notice of guaranteed delivery were delivered to the Depositary, along with 351 additional Shares that were not reflected in the above totals. On Wednesday, June 30, 2004, 724,995 Shares that were tendered into the Offer by notice of guaranteed delivery were delivered to the Depositary. As a result, as of June 30, 2004, Cardinal Health may be deemed to have sole voting and dispositive power with respect to an aggregate of 70,218,799 Shares, which constitutes approximately 96.9% of the issued and outstanding Shares (excluding 369,500 Shares held in treasury). ITEM 7: MATERIAL TO BE FILED AS EXHIBITS The following exhibit is filed as part of this Amendment No. 1 to the Schedule 13D: Exhibit 3 -- Amendment No. 2 to the Merger Agreement, dated as of July 1, 2004 (incorporated in this Amendment No. 1 to the Schedule 13D by reference to the Current Report on Form 8-K filed by ALARIS on July 2, 2004). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule is true, complete and correct. Dated as of: July 2, 2004 CARDINAL HEALTH, INC. By: /s/ Paul S. Williams ------------------------------------------- Name: Paul S. Williams Title: Executive Vice President, Chief Legal Officer and Secretary -----END PRIVACY-ENHANCED MESSAGE-----