0001193125-11-236768.txt : 20110830 0001193125-11-236768.hdr.sgml : 20110830 20110830171616 ACCESSION NUMBER: 0001193125-11-236768 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110830 DATE AS OF CHANGE: 20110830 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BECKMAN COULTER INC CENTRAL INDEX KEY: 0000840467 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 951040600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40103 FILM NUMBER: 111066477 BUSINESS ADDRESS: STREET 1: 250 S. KRAEMER BOULEVARD CITY: BREA STATE: CA ZIP: 92822 BUSINESS PHONE: 7147736907 MAIL ADDRESS: STREET 1: 250 S. KRAEMER BOULEVARD CITY: BREA STATE: CA ZIP: 92822 FORMER COMPANY: FORMER CONFORMED NAME: BECKMAN INSTRUMENTS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BECKMAN COULTER INC CENTRAL INDEX KEY: 0000840467 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 951040600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 250 S. KRAEMER BOULEVARD CITY: BREA STATE: CA ZIP: 92822 BUSINESS PHONE: 7147736907 MAIL ADDRESS: STREET 1: 250 S. KRAEMER BOULEVARD CITY: BREA STATE: CA ZIP: 92822 FORMER COMPANY: FORMER CONFORMED NAME: BECKMAN INSTRUMENTS INC DATE OF NAME CHANGE: 19920703 SC TO-I/A 1 dsctoia.htm AMENDMENT NO. 4 TO THE SCHEDULE TO-I Amendment No. 4 to the Schedule TO-I

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 4)

 

 

BECKMAN COULTER, INC.

(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))

 

 

2.50% Senior Convertible Notes Due 2036

(Title of Class of Securities)

075811AD1 and 075811AC3

(CUSIP Number of Class of Securities)

Jeffrey D. Linton

Senior Vice President and General Counsel

Beckman Coulter, Inc.

250 S. Kraemer Blvd.

Brea, CA 92821

(714) 993-5321

 

 

Calculation of Filing Fee

 

 

Transaction valuation (1)   Amount of filing fee (2)
$219,416,000   $25,474

 

 

(1) Estimated for purposes of calculating the filing fee only. This amount is calculated as the aggregate outstanding principal amount of the 2.50% Senior Convertible Notes due 2036 (the “Notes”) that were not subject to an irrevocable election to convert such Notes as of July 10, 2011.
(2) The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $116.10 for each $1,000,000 of value.

 

x 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: $25,474    Form or Registration No.: Schedule TO
Filing Party: Beckman Coulter, Inc.    Date Filed: July 11, 2011

 

¨ 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:  x

 

 

 

This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments and supplements thereto, the “Schedule TO”) filed by Beckman Coulter, Inc., a Delaware corporation (the “Company”), on July 11, 2011, as amended on July 20, 2011, August 2, 2011, and August 9, 2011, relating to the offer by the Company to repurchase for cash all of its outstanding 2.50% Senior Convertible Notes due 2036 (the “Notes”) upon the terms and subject to the conditions set forth in (1) the Indenture (the “Base Indenture”), dated April 25, 2001, by and between the Company and Wells Fargo Bank, National Association, as successor Trustee (the “Trustee”); (2) the Second Supplemental Indenture (the “Second Supplemental Indenture”), dated as of December 15, 2006, by and between the Company and the Trustee; (3) the Fourth Supplemental Indenture (together with the Base Indenture and the Second Supplemental Indenture, the “Indenture”), dated as of June 30, 2011, by and between the Company and the Trustee; (4) the Notes; and (5) the Notice and Offer to Repurchase dated July 11, 2011 filed with the Schedule TO as Exhibit (a)(1)(A) thereto (as it may be supplemented or amended from time to time, the “Offer to Repurchase”).

The information in the Offer to Repurchase is incorporated in this Amendment by reference to all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Repurchase or in the Schedule TO.

 

Item 11. Additional Information.

Item 11(b) of the Schedule TO is hereby amended and supplemented by inserting the following thereunder:

Result of the Offer

The Depositary has indicated that, as of the expiration of the Offer at 5:00 p.m., New York City time, on August 29, 2011, no Notes had been validly tendered and not withdrawn pursuant to the Offer. In addition, the Conversion Agent has indicated that, as of 5:00 p.m., New York City time, on August 29, 2011, $599,636,000 in aggregate principal amount of the Notes had been irrevocably converted, with $364,000 in aggregate principal amount of the Notes remaining outstanding.

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: August 30, 2011   Beckman Coulter, Inc.  
  By:  

/s/ Jeffrey D. Linton

  
  Name:   Jeffrey D. Linton  
  Title:   Senior Vice President and General Counsel  

EXHIBIT INDEX

 

Exhibit No.

  

Description

(a)(1)

   Notice and Offer to Repurchase dated July 11, 2011.*

(a)(5)(A)

   Announcement dated July 11, 2011.*

(a)(5)(B)

   Notice to Trustee and Holders dated July 19, 2011.*

(a)(5)(C)

   Notice to Trustee and Holders dated August 2, 2011.*

(a)(5)(D)

   Press Release dated August 9, 2011.*

(a)(5)(E)

   Notice to Trustee and Holders dated August 9, 2011. *

(b)

   None.

(d)(1)

   Senior Indenture, dated April 25, 2001, between Beckman Coulter, Inc. and Citibank, N.A. (incorporated by reference to Exhibit 4.1 to the Issuer’s Amendment No. 1 to Registration Statement on Form S-3/A filed on April 26, 2001).

(d)(2)

   Second Supplemental Indenture dated December 15, 2006 between Beckman Coulter, Inc. and Wells Fargo Bank, National Association, as successor trustee (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on December 15, 2006).

(d)(3)

   Fourth Supplemental Indenture dated June 30, 2011 between Beckman Coulter, Inc. and Wells Fargo Bank, National Association, as successor trustee (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on June 30, 2011).

(d)(4)

   Agreement and Plan of Merger, dated as of February 6, 2011, by and among Danaher Corporation, Djanet Acquisition Corp. and Beckman Coulter, Inc. (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on February 10, 2011).

(d)(5)

   Registration Rights Agreement, dated as of December 15, 2006, between Beckman Coulter, Inc. and Morgan Stanley & Co. Incorporated on behalf of the Initial Purchasers (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K filed on December 15, 2006).

(g)

   None.

(h)

   None.

 

* Previously filed.