SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 4
TO
SCHEDULE TO
(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Meridian Bioscience, Inc.
(Name of Subject Company (Issuer))

Meridian Bioscience, Inc.
(Name of Filing Person (Offeror))

7% Convertible Subordinated Debentures Due 2006	589602 AB 7
(Title of Class of Securities)	(CUSIP Number of Class of Securities)

Mark A. Weiss, Esq.
Keating, Muething & Klekamp, P.L.L.
1400 Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6599
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Person)

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
$16,000,000	$1,295**

* The transaction valuation is estimated for purposes of calculating the amount of the filing fee only. The transaction valuation assumes the exchange of $16,000,000 in principal amount of the 7% Convertible Subordinated Debentures due 2006 (the “Existing Debentures”) that are subject to the Exchange Offer.

** Previously paid.

[  ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

                             Amount Previously Paid:
                             Filing Party:
                             Form or Registration No.:
                             Date Filed: Not applicable.
Not applicable.
Not applicable.
Not applicable.

[  ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

[   ] Third-party tender offer subject to Rule 14d-1.

[X] 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:          [  ]

        This Amendment No. 4 to Tender Offer Statement on Schedule TO (this “Statement”) is being filed by Meridian Bioscience, Inc., an Ohio corporation (“Meridian”), pursuant to Section 13(e) of the Securities Exchange Act of 1934 in connection with Meridian’s offer to issue 5% Convertible Subordinated Debentures due 2013 (the “New Debentures”) in the principal amount of up to $16,000,000 in exchange (the “Exchange Offer”) for an equal principal amount of 7% Convertible Subordinated Debentures due 2006 (the “Existing Debentures”), upon the terms and subject to the conditions set forth in the Offering Memorandum, dated November 12, 2003 (the “Offering Memorandum”), a copy of which is attached hereto as Exhibit (a)(1), and in the related Letter of Transmittal, a copy of which is attached hereto as Exhibit (a)(2) (which, as they may be amended or supplemented from time to time, together constitute the “Exchange Offer”).

        The Exchange Offer, as extended, expired at 12:00 midnight, Eastern time, on January 28, 2004. According to the exchange agent for the Exchange Offer, an aggregate principal amount of $ 3,889,000 of Existing Debentures was tendered and not withdrawn prior to the expiration of the Exchange Offer. Meridian notified the exchange agent for the Exchange Offer on January 29, 2004 of its acceptance for exchange of all tendered Existing Debentures.

        Upon the terms and subject to the conditions of the Exchange Offer, Meridian will issue New Debentures in principal amounts equal to the principal amount of Existing Debentures tendered for exchange and accepted by Meridian.

        On January 30, 2004, Meridian issued a press release announcing the results of the Exchange Offer, a copy of which is filed as Exhibit (a)(12) to this Statement.

Item 12.      Exhibits

Exhibit Number

Description

(a)(1)* (a)(2)* (a)(3)* (a)(4)* (a)(5)* (a)(6)*         (a)(7)*         (a)(8)* (a)(9)* (a)(10)* (a)(11)* (a)(12) (d)(1)*                         (d)(2)*         (d)(3)*

Offering Memorandum, dated November 12, 2003 Letter of Transmittal, as amended Notice of Guaranteed Delivery Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees Letter to Clients Meridian Bioscience, Inc. Annual Report on Form 10-K for the fiscal year ended September 30, 2002, filed with the Securities and Exchange Commission and incorporated herein by reference. Meridian Bioscience, Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003, filed with the Securities and Exchange Commission and incorporated herein by reference. Press Release dated November 12, 2003 Press Release dated December 12, 2003 Press Release dated December 23, 2003 Letter dated January 14, 2004 sent to holders of 7% Convertible Subordinated Debentures due 2006 Press Release dated January 30, 2004 Indenture relating to the 7% Convertible Subordinated Debentures due 2006, by and between Meridian Bioscience, Inc. and U.S. Bank, N.A., as Trustee (incorporated by reference to the Registration Statement No. 333-11077 on Form S-3 filed with the Securities and Exchange Commission on August 29, 1996 Form of Indenture relating to the 5% Convertible Subordinated Debentures due 2013, to be entered into by and between Meridian Bioscience, Inc. and LaSalle Bank, N.A., as Trustee. Loan and Security Agreement among Meridian, certain of its subsidiaries and Fifth Third Bank Dated as of September 20, 2001 (incorporated by reference to Exhibit 10.22 of the Annual Report on Form 10-K for the year ended September 30, 2002).

*previously filed or incorporated by reference as indicated

Item 1.    Information Required by Schedule 13E-3

                 Not applicable.

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.

Dated: February 9, 2004 MERIDIAN BIOSCIENCE, INC.


BY: /s/Melissa A. Lueke
——————————————
Melissa A. Lueke
Vice President, Chief Financial
Officer and Secretary

EX-99

Meridian Bioscience Reports Completion of Exchange Offer

CINCINNATI — (BUSINESS WIRE) — Jan. 30, 2004 — Meridian Bioscience, Inc., (NASDAQ:VIVO) today announced that its offer to exchange 5% Convertible Subordinated Debentures due 2013 for its outstanding 7% Convertible Subordinated Debentures due 2006, expired at 12:00 midnight EST on Wednesday, January 28, 2004.

LaSalle Bank National Association, the exchange agent for the offer, has advised the Company that approximately $4 million in principal amount of the outstanding debentures was tendered pursuant to the exchange offer. Meridian Bioscience has advised the exchange agent that it will exchange all outstanding debentures that have been tendered for exchange.

Meridian Bioscience will soon begin a program to redeem, at par value, all or a portion of its remaining outstanding issue of 7% Convertible Subordinated Debentures due 2006. The first call for redemption, in the amount of $4 million, will commence during February 2004. It is anticipated that the Company will make additional redemptions, at par value, prior to the maturity date of the debentures.

Commenting on the successful completion of the exchange offer and the initiation of the redemption program, William J. Motto, Chairman and Chief Executive Officer, stated, “The result of this cost effective program will be positive for the Company in that earnings will be increased as a result of lower interest expense, future share dilution will be reduced because of debentures redeemed, and long-term permanent capital will be provided through debentures exchanged.”

FORWARD LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward looking statements accompanied by meaningful cautionary statements. Except for historical information, this report contains forward-looking statements which may be identified by words such as “estimates”, “anticipates”, “projects”, “plans”, “expects”, “intends”, “believes”, “should” and similar expressions or the negative versions thereof and which also may be identified by their context. Such statements are based upon current expectations of the Company and speak only as of the date made. The Company assumes no obligation to publicly update any forward looking statements. These statements are subject to various risks, uncertainties and other factors that could cause actual results to differ, including, without limitation, the following: Meridian’s continued growth depends, in part, on its ability to introduce into the marketplace enhancements of existing products or new products that incorporate technological advances, meet customer requirements and respond to products developed by Meridian’s competition. While Meridian has introduced a number of internally-developed products, there can be no assurance that it will be successful in the future in introducing such products on a timely basis. Ongoing consolidations of reference laboratories and formation of multi-hospital alliances may cause adverse changes to pricing and distribution. Costs and difficulties in complying with laws and regulations administered by the United States Food and Drug Administration can result in unanticipated expenses and delays and interruptions to the sale of new and existing products. Changes in the relative strength or weakness of the U.S. dollar can change expected results. One of Meridian’s main growth strategies is the acquisition of companies and product lines. There can be no assurance that additional acquisitions will be consummated or that, if consummated, will be successful and the acquired businesses successfully integrated into Meridian’s operations.

Meridian is a fully integrated life science company that manufactures, markets and distributes a broad range of innovative diagnostic test kits, purified reagents and related products and offers biopharmaceutical enabling technologies. Utilizing a variety of methods, these products provide accuracy, simplicity and speed in the early diagnosis and treatment of common medical conditions, such as gastrointestinal, viral, urinary and respiratory infections. All Meridian diagnostic products are used outside of the human body and require little or no special equipment. The Company’s products are designed to enhance patient well-being while reducing the total outcome costs of healthcare. Meridian has strong market positions in the areas of gastrointestinal and upper respiratory infections, serology, parasitology and fungal disease diagnosis. In addition, Meridian is a supplier of rare reagents and specialty biologicals along with proteins and other biologicals used by biopharmaceutical companies engaged in research for new drugs and vaccines. The Company markets its products to hospitals, reference laboratories, research centers, veterinary testing centers, physician offices and diagnostics manufacturers in more than 60 countries around the world. The Company’s shares are traded through Nasdaq’s National Market, symbol VIVO. Meridian’s website address is www.meridianbioscience.com.

CONTACT:   Meridian Bioscience, Inc.
John A. Kraeutler, 513-271-3700

SOURCE:   Meridian Bioscience, Inc.