-----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, P3+LTu8ZBYhlKXhRiy86JxlfFXBOrNF++RKaYEGvFfbihyQJVfGS88Z1Y3B65kje QwxR9j4HM5pVXRvoET+qAA== 0000895345-96-000143.txt : 19960716 0000895345-96-000143.hdr.sgml : 19960716 ACCESSION NUMBER: 0000895345-96-000143 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960715 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYSTEMED INC /DE CENTRAL INDEX KEY: 0000110074 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 952544661 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13027 FILM NUMBER: 96595100 BUSINESS ADDRESS: STREET 1: P O BOX 2993 CITY: TORRANCE STATE: CA ZIP: 90509-2993 BUSINESS PHONE: 3105385300 MAIL ADDRESS: STREET 1: P O BOX 2993 CITY: TORRANCE STATE: CA ZIP: 90509-2993 FORMER COMPANY: FORMER CONFORMED NAME: NEWPORT PHARMACEUTICALS INTERNATIONAL INC /DE/ DATE OF NAME CHANGE: 19911003 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN STATES PROPERTIES INC DATE OF NAME CHANGE: 19700918 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERCK & CO INC CENTRAL INDEX KEY: 0000064978 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221109110 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE MERCK DR STREET 2: P O BOX 100 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 BUSINESS PHONE: 9084234044 MAIL ADDRESS: STREET 1: ONE MERCK DR STREET 2: PO BOX 100 WS3AB-05 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 SC 14D1/A 1 ============================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- AMENDMENT NO. 3 (FINAL AMENDMENT) TO SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 --------------- Systemed, Inc. (Name of Subject Company) S Acquisition Corp. a wholly owned subsidiary of Merck-Medco Managed Care, Inc. and an indirect wholly owned subsidiary of Merck & Co., Inc. (Bidders) Common Stock, $0.001 Par Value (Title of Class of Securities) 871 8531 (CUSIP Number of Class of Securities) Bert Weinstein, Esq. 100 Summit Avenue Montvale, New Jersey 07645 (201) 358-5400 --------------- (Name, address and telephone number of person authorized to receive notices and communications on behalf of bidders) Copies to: Gary Cooperstein, Esq. Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 - 1980 (212) 859-8128 The Schedule 14D-1 filed by S Acquisition Corp., a Delaware corporation (the "Offeror"), and a wholly owned subsidiary of Merck-Medco Managed Care, Inc., a Delaware corporation, and an indirect wholly owned subsidiary of Merck & Co., Inc., a New Jersey corporation, in connection with its pending tender offer for all outstanding shares of common stock, par value $0.001 per share (the "Shares"), of Systemed, Inc., a Delaware corporation (the "Company"), as heretofore amended, is hereby amended as follows: Item 6. Interest in Securities of the Subject Company. Items 6(a) and 6(b) are hereby amended and supplemented as follows: The Offer terminated at 12:00 midnight, New York City time, on Friday, July 12, 1996. The Parent issued a press release on July 15, 1996, in which it disclosed that 19,364,496 Shares (including Shares tendered pursuant to notices of guaranteed delivery), representing approximately 86.7% of the outstanding Shares, were validly tendered and accepted for payment, . A copy of such press release is attached hereto as Exhibit (a)12 and incorporated herein by reference. Item 11. Material to be Filed as Exhibits. (a)(12) Press Release, dated July 15, 1996. SIGNATURE After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 15, 1996 S ACQUISITION CORP. By: /s/ Bert I. Weinstein --------------------------- Name: Bert I. Weinstein Title: Vice President MERCK-MEDCO MANAGED CARE, INC. By: /s/ Bert I. Weinstein --------------------------- Name: Bert I. Weinstein Title: Senior Vice President and Co-General Counsel Merck & Co., Inc. By: /s/ Mary M. McDonald --------------------------- Name: Mary M. McDonald Title: Senior Vice President and General Counsel EX-12 2 MERCK-MEDCO COMPLETES TENDER OFFER FOR SYSTEMED Montvale, NJ, July 15, 1996 - Merck-Medco Managed Care, Inc., announced today that it has successfully completed, through S Acquisition Corp., a wholly-owned subsidiary, its $3.00 per share, all cash tender offer for the outstanding shares of Systemed Inc. (NASDAQ: SYSM). Merck-Medco announced that preliminary figures indicate a total of approximately 19,364,496 shares, including shares tendered by guaranteed delivery, representing approximately 86.7% of the outstanding common shares, were tendered and accepted for payment subject to the conditions set forth in the offer. The offer and withdrawal rights expired at midnight, Eastern Daylight Time, on Friday, July 12, 1996. The shares of Systemed not tendered will be converted into the right to receive $3.00 cash net per share pursuant to a merger between S Acquisition Corp. and Systemed Inc. Merck-Medco Managed Care, Inc., a subsidiary of Merck & Co., Inc., (NYSE: MRK) is the nation's leading pharmacy benefit management company, serving benefit plans of employers, unions, Blue Cross groups, health maintenance organizations and insurance companies that provide benefits to more than 47 million Americans. -----END PRIVACY-ENHANCED MESSAGE-----