-----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, EeuAHb9uLGiPGXj5jkeT1D7dM1uWiVtPmOMIuRKzUIPF6zJi5RGSW5KfB423mgpD YvvgSSdh6GqPpWx07D20Ow== 0000891836-98-000573.txt : 19980901 0000891836-98-000573.hdr.sgml : 19980901 ACCESSION NUMBER: 0000891836-98-000573 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980831 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATL ULTRASOUND INC CENTRAL INDEX KEY: 0000806086 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 911353386 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-39058 FILM NUMBER: 98701526 BUSINESS ADDRESS: STREET 1: 22100 BOTHELL EVERETT HWY SE STREET 2: PO BOX 3003 CITY: BOTHELL STATE: WA ZIP: 98041-3003 BUSINESS PHONE: 2064877000 MAIL ADDRESS: STREET 1: 22100 BOTHELL EVERETT HWY STREET 2: PO BOX 3003 CITY: BOTHELL STATE: WA ZIP: 98041-3003 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED TECHNOLOGY LABORATORIES INC DATE OF NAME CHANGE: 19960329 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED TECHNOLOGY LABORATORIES INC/ DATE OF NAME CHANGE: 19930414 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PHILIPS ELECTRONICS N V CENTRAL INDEX KEY: 0000313216 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: GROENEVOUDSEWEG 1 STREET 2: 5621 BA EINDHOVEN CITY: THE NETHERLANDS STATE: P7 BUSINESS PHONE: 0113140791 MAIL ADDRESS: STREET 1: SULLIVAN & CROMWELL 125 BROAD ST STREET 2: C/O W LOEBER LANDAU CITY: NEW YORK STATE: NY ZIP: 10004 SC 14D1/A 1 SCHEDULE 14D-1, AMENDMENT NO. 2 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- SCHEDULE 14D-1/A (AMENDMENT NO. 2) TENDER OFFER STATEMENT (PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) ------------------- ATL ULTRASOUND, INC. (Name of Subject Company) KONINKLIJKE PHILIPS ELECTRONICS N.V. (ROYAL PHILIPS ELECTRONICS) PHILIPS ELECTRONICS NORTH AMERICA CORPORATION PHILIPS ACQUISITION, INC. (Bidder) COMMON STOCK, PAR VALUE $.01 PER SHARE (INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK) (Title of Class of Securities) 00207N100 (CUSIP Number of Class of Securities) ------------------- SAMUEL J. ROZEL COMPANY SECRETARY 1251 AVENUE OF THE AMERICAS 20TH FLOOR NEW YORK, NEW YORK 10020 212-536-0500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) COPY TO: NEIL T. ANDERSON, ESQ. SULLIVAN & CROMWELL 125 BROAD STREET NEW YORK, NEW YORK 10004 (212) 558-4000 ================================================================================ This Amendment No. 2 is filed to supplement and amend the information set forth in the Tender Offer Statement on Schedule 14D-1 filed by Koninklijke Philips Electronics N.V., a company incorporated under the laws of The Netherlands ("Royal Philips"), Philips Electronics North America Corporation, a Delaware corporation ("Parent"), and Philips Acquisition, Inc., a Washington corporation ("Merger Sub"), on August 4, 1998, as amended by Amendment No. 1 to such Schedule filed with the SEC on August 12, 1998 (as so amended, the "Schedule 14D-1"), with respect to shares of Common Stock, par value $.01 per share (the "Common Stock"), of ATL Ultrasound, Inc., a Washington corporation, including the associated rights to purchase Series A Participating Cumulative Preferred Stock (the "Rights" and, together with the Common Stock, the "Shares"). Unless otherwise indicated, the capitalized terms used herein shall have the meanings specified in the Schedule 14D-1, including the Offer to Purchase filed as Exhibit (a)(1) thereto. Item 10. Additional Information. Item 10 of the Schedule 14D-1 is hereby amended as follows: The third paragraph immediately following the Selected Consolidated Financial Information chart in Section 8 of the Schedule 14D-1 is amended by deleting the words "the Company," in the fourth sentence thereof. On August 31, 1998, Royal Philips issued a press release announcing that the Expiration Date of the Offer, which was scheduled for 12:00 Midnight, New York City time, on Monday, August 31, 1998, has been extended to 12:00 Midnight, New York City time, on Monday, September 21, 1998, unless the Offer is further extended. A copy of the press release is filed herewith as Exhibit (a)(9) and is incorporated by reference herein. Item 11. Material to be filed as Exhibits. Exhibit No. Description - ----------- ----------- (a)(9) Press release issued by Royal Philips on Monday, August 31, 1998. SIGNATURES 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. Dated: August 31, 1998 KONINKLIJKE PHILIPS ELECTRONICS N.V. By: /s/ Guido R. C. Dierick -------------------------------- Name: Guido R.C. Dierick Title: Director and Deputy Secretary PHILIPS ELECTRONICS NORTH AMERICA CORPORATION By: /s/ William E. Curran -------------------------------- Name: William E. Curran Title: Senior Vice President and Chief Financial Officer PHILIPS ACQUISITION, INC. By: /s/ William E. Curran -------------------------------- Name: William E. Curran Title: President INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- (a)(9) Press Release dated August 31, 1998. EX-99 2 PRESS RELEASE DATED AUGUST 31, 1998 Exhibit No. (a)(9) FOR IMMEDIATE RELEASE MONDAY, AUGUST 31, 1998 PHILIPS EXTENDS TENDER OFFER FOR ATL ULTRASOUND STOCK TO SEPTEMBER 21, 1998 Royal Philips Electronics of The Netherlands (AEX: PHI, NYSE:PHG) ("Philips"), today announced that Philips Acquisition, Inc., a wholly owned indirect subsidiary, has extended its tender offer for all of the outstanding shares of common stock of ATL Ultrasound, Inc. (NASDAQ/NM:ATLI) ("ATL"), including the associated rights to purchase Series A Participating Cumulative Preferred Stock (together with the common stock, the "Shares"). The tender offer, scheduled to expire at 12:00 midnight, EDT, on Monday, August 31, 1998, is now scheduled to expire at 12:00 midnight, EDT, on Monday, September 21, 1998, unless further extended. As of 5:00 p.m. EDT on Friday, August 28, 1998, approximately 5,133,666 Shares representing approximately 35% of the total outstanding Shares had been validly tendered and not withdrawn pursuant to the tender offer. The Expiration Date was extended in order to permit expiration or termination of the waiting periods under German and Austrian competition laws. Clearance of the transaction by the German antitrust authorities is currently expected on or about September 19, 1998. Clearance of the transaction by the Austrian antitrust authorities is currently expected in late September or early October. The United States clearance for the merger under the Hart Scott Rodino Act was received by ATL on August 7, 1998. Philips Media Relations: Ben Geerts, tel. +31 20 5977213 ATL, with headquarters near Seattle, Washington, USA, is a worldwide leader in the development, manufacture, distribution and service of diagnostic medical ultrasound systems. With approximately 50% of revenues coming from international markets, the company serves customers in over 100 countries through 15 subsidiaries and an extensive distributor network. Press releases and other corporate Exhibit No. (a)(9) information are available on ATL's web site at http://www.atl.com. Press releases are also available on PR Newswire's Company News-On-Call at http://www.prnewswire.com Philips Medical Systems is a leading supplier of diagnostic leading imaging systems and related services worldwide, employing 9,000 people in more than 100 countries. Philips' products are backed by a worldwide network of research and development, and sales and service organizations. Philips Medical Systems is part of Royal Philips Electronics of The Netherlands. Royal Philips Electronics of The Netherlands is one of the world's biggest electronic companies, with sales of over US $ 39 billion in 1997. It is a global leader in color television sets, lighting, home telephony products, electric shavers and recorded music (PolyGram). Its 264,700 employees in more than 60 countries are active in the areas of semiconductors and components, consumer products, professional products and systems, lighting, and software and services. Philips is quoted on the NYSE, London, Frankfurt, Amsterdam and other stock exchanges. News from Philips is located at www.news.philips.com -----END PRIVACY-ENHANCED MESSAGE-----