-----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, UUvLOoxr89zKiy3joo4olX3rdh0mYPswTqbGVfIcsy6Jm32+2e7aeIP/gBIvE5S8 gcRwo0CwRvhoIl3pEnP74Q== /in/edgar/work/20000608/0000891836-00-000423/0000891836-00-000423.txt : 20000919 0000891836-00-000423.hdr.sgml : 20000919 ACCESSION NUMBER: 0000891836-00-000423 CONFORMED SUBMISSION TYPE: SC TO-T PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000608 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHARED MEDICAL SYSTEMS CORP CENTRAL INDEX KEY: 0000089415 STANDARD INDUSTRIAL CLASSIFICATION: [7373 ] IRS NUMBER: 231704148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T SEC ACT: SEC FILE NUMBER: 005-10410 FILM NUMBER: 651078 BUSINESS ADDRESS: STREET 1: 51 VALLEY STREAM PKWY CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6102196300 MAIL ADDRESS: STREET 1: 51 VALLEY STREAM PKWY CITY: MALVERN STATE: PA ZIP: 19355 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIEMENS AKTIENGESELLSCHAFT CENTRAL INDEX KEY: 0000790925 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC TO-T BUSINESS ADDRESS: STREET 1: WITTE ISBACHERPLATZ 2 STREET 2: D-80333 CITY: MUNICH GERMANY SC TO-T 1 0001.txt TENDER OFFER STATEMENT, AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 TO SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SHARED MEDICAL SYSTEMS CORPORATION (Name of Subject Company (Issuer)) AUTOBAHN ACQUISITION CORPORATION A WHOLLY OWNED SUBSIDIARY OF SIEMENS CORPORATION AN INDIRECT WHOLLY OWNED SUBSIDIARY OF SIEMENS AKTIENGESELLSCHAFT (Name of Filing Person (Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 819486101 (CUSIP Number of Class of Securities) KENNETH R. MEYERS SIEMENS CORPORATION 153 EAST 53RD STREET NEW YORK, NEW YORK 10022 (212) 258-4000 with a copy to: BENJAMIN F. STAPLETON III, ESQ. SULLIVAN & CROMWELL 125 BROAD STREET NEW YORK, NEW YORK 10004-2498 (212) 558-4000 (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) - -------------------------------------------------------------------------------- CALCULATION OF FILING FEE Transaction valuation Amount of filing fee Not Applicable - -------------------------------------------------------------------------------- Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] ITEMS 1 - 10. N/A ITEM 11. ADDITIONAL INFORMATION. The Expiration Date of the Offer which was scheduled for 12:00 midnight, New York City time, on Wednesday, June 7, 2000 has been extended to 12:00 midnight, New York City time, on Friday, June 30, 2000, unless the Offer is further extended. In addition on June 7, 2000, Siemens Medical Engineering Group issued a press release announcing the extension of the Expiration Date, which is attached as an exhibit hereto. ITEM 12. MATERIAL TO BE FILED AS EXHIBITS. Item 12 is hereby amended to add the following: (a) Press release issued by Siemens Medical Engineering Group, dated June 7, 2000, announcing the extension of the Expiration Date. SIGNATURE 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. Date: June 7, 2000 Autobahn Acquisition Corporation /s/ Michael W. Schiefen ----------------------------------- Name: Michael W. Schiefen Title: President /s/ E. Robert Lupone ----------------------------------- Name: E. Robert Lupone Title: Vice President Siemens Corporation /s/ Michael W. Schiefen ----------------------------------- Name: Michael W. Schiefen Title: Vice President-Corporate Development /s/ E. Robert Lupone ----------------------------------- Name: E. Robert Lupone Title: Vice President, General Counsel and Secretary Siemens Aktiengesellschaft /s/ Goetz Steinhardt ----------------------------------- Name: Goetz Steinhardt Title: Corporate Vice President Group Executive Medical Engineering /s/ Robert Kirschbaum ----------------------------------- Name: Robert Kirschbaum Title: Corporate Legal Counsel EX-99.1 2 0002.txt PRESS RELEASE Exhibit 12 CONTACT: Tom Varney (212) 258-4335 thomas.varney@sc.siemens.com FOR IMMEDIATE RELEASE SIEMENS EXTENDS TENDER OFFER FOR SHARED MEDICAL SYSTEMS CORPORATION TO JUNE 30, 2000 NEW YORK, June 7, 2000 -- Siemens Medical Engineering Group today announced that a wholly owned subsidiary of Siemens Corporation, Autobahn Acquisition Corporation, has extended until June 30, 2000 its tender offer for all of the outstanding shares of common stock of Shared Medical Systems Corporation (NYSE: SMS). Siemens commenced its all-cash tender offer for SMS shares on May 10, 2000 at an offer price of $73 per share, net to the seller. Siemens received notice today from the German Federal Cartel Office (FCO) that it will conduct a further investigation of the planned acquisition of SMS by Autobahn Acquisition Corporation. Under German antitrust law, the FCO could take until September 13, 2000 to complete its investigation, which relates only to the possible effects of the acquisition in Germany. Siemens continues to believe that the intended acquisition of SMS raises no significant antitrust issues and is confident that the FCO will give its clearance to the acquisition well in advance of September 13. Accordingly, Siemens is now extending the expiration date for the tender offer to the earliest practicable date by which it currently believes the FCO may give its clearance. Siemens intends to make every effort to bring the FCO's further investigation to an early conclusion. The tender offer, as extended, is now scheduled to expire at 12:00 Midnight, New York City time, on Friday, June 30, 2000. The tender offer may be further extended on the terms and conditions stated in the Offer to Purchase. Any extension of the tender offer will be followed as promptly as practicable by a public announcement, which will be issued no later than 9:00 a.m. New York City time on the next business day after the previously scheduled expiration date. Further information and a copy of the Offer to Purchase may be obtained from the information agent for the offer: Georgeson Shareholder Communications Inc., 17 State Street, 10th Floor, New York, New York 10004; (212) 440-9800 (bankers and brokers); (800) 223-2064 (all others). Credit Suisse First Boston ((800) 646-4543) is the dealer manager for the offer. Siemens Medical Engineering Group is one of the world's largest suppliers of innovative products, services and complete solutions for the healthcare industry. Siemens Medical Engineering covers the full spectrum of products, systems and services, ranging from advanced diagnostic and therapy imaging systems and audiology devises, to IT solutions for optimizing processes and improving efficiency in clinics and private practices. Siemens Medical Engineering posted orders worth 4.14 billion euros (DM8.1 billion; $4.35 billion) and sales of 4.09 billion euros (DM8.0 billion; $4.3 billion) in fiscal 1999, and has some 19,000 employees worldwide. Siemens AG, the parent of Siemens Medical Engineering, is based in Munich, Germany. It designs, manufactures and markets a wide range of electrical and electronics parts and systems. -----END PRIVACY-ENHANCED MESSAGE-----