SC 14D9/A 1 0001.txt AMENDMENT NO. 2 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ SCHEDULE 14D-9 Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 2 _______________ Acuson Corporation (Name of Subject Company) Acuson Corporation (Name of Person Filing Statement) Common Stock, $.0001 Par Value (Including the Associated Preferred Stock Purchase Rights) (Title of Class of Securities) 005113105 (CUSIP Number of Class of Securities) ----------------- Charles H. Dearborn Senior Vice President, Human Resources and Legal Affairs Acuson Corporation 1220 Charleston Road P.O. Box 7393, Mountain View, CA 94039-7393 (650)-969-9112 (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: Keith A. Flaum, Esq. Cooley Godward llp 3000 El Camino Real Palo Alto, CA 94303 (650) 843-5000 [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. This Amendment No. 2 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9, originally filed with the Securities and Exchange Commission on October 5, 2000 (the "Schedule 14D-9"), as amended by Amendment No. 1 filed with the Commission on October 12, 2000, relating to the offer by Sigma Acquisition Corp., a Delaware Corporation (the "Purchaser"), which is a wholly-owned subsidiary of Siemens Corporation, a Delaware corporation ("Siemens"), which is an indirect wholly-owned subsidiary of Siemens Aktiengesellschaft, a corporation formed under the laws of the Federal Republic of Germany ("Siemens AG"), to purchase all of the outstanding shares of common stock, par value $0.0001 per share ("Common Stock"), of Acuson Corporation, a Delaware corporation ("Acuson"), together with the associated rights to purchase shares of Series A preferred stock ("Rights") issued pursuant to the Amended and Restated Rights Agreement, dated as of November 5, 1998, between Acuson and Fleet National Bank (f/k/a BankBoston, N.A.), as amended (the Common Stock and the Rights together being referred to herein as the "Shares"), at a price of $23.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 5, 2000 (the "Offer to Purchase"), a copy of which was filed as Exhibit (a)(4) to the Schedule 14D-9 by incorporation by reference to Exhibit (a)(1) to the Schedule TO of the Purchaser filed on October 5, 2000 (the "Schedule TO"), and in the related Letter of Transmittal, a copy of which was attached as Exhibit (a)(2) to the Schedule TO: The Schedule 14D-9 is hereby supplemented and/or amended as provided below. Item 8. Additional Information. Item 8 of the Schedule 14D-9 is amended by adding the following as a new paragraph at the end of Item 8: After consultation with the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), Siemens and its affiliates have withdrawn and subsequently re-filed their Notification and Report Form filed pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with the Antitrust Division and the United States Federal Trade Commission. The Notification and Report Form was re-filed on October 18, 2000. Under the HSR Act no Shares may be purchased pursuant to the Offer until the expiration of a 15-calendar day waiting period commencing on the re-filing. That waiting period under the HSR Act will now expire at 11:59 p.m., New York City time, on November 2, 2000, unless early termination of the waiting period is granted or unless prior to that time Siemens receives a request for additional information or documentary material. SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Acuson Corporation By: /s/ Robert J. Gallagher --------------------------------- Robert J. Gallagher President and Chief Operating Officer Dated: October 19, 2000 3