-----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, OhFErCdV3zB6/rGRhuLCxmvzr+VE92JXl+Z5QYfOxFT5+NFbopKF/Ul6kHncnvRS 3OrPYI99wnK0eZ4TOU+waA== /in/edgar/work/20000622/0000950130-00-003499/0000950130-00-003499.txt : 20000920 0000950130-00-003499.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950130-00-003499 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000622 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROTOCOL SYSTEMS INC/NEW CENTRAL INDEX KEY: 0000883322 STANDARD INDUSTRIAL CLASSIFICATION: [3845 ] IRS NUMBER: 930913130 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-43482 FILM NUMBER: 659263 BUSINESS ADDRESS: STREET 1: 8500 S W CREEKSIDE PLACE CITY: BEAVERTON STATE: OR ZIP: 97008 BUSINESS PHONE: 6126862500 MAIL ADDRESS: STREET 1: 8500 SW CREEKSIDE PLACE CITY: BEAVERTON STATE: OR ZIP: 97008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WELCH ALLYN INC CENTRAL INDEX KEY: 0001064410 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 150513564 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 4341 STATE STREET ROAD STREET 2: PO BOX 220 CITY: SKANEATELES FALLS STATE: NY ZIP: 13153-0220 BUSINESS PHONE: 3156854100 MAIL ADDRESS: STREET 1: 4341 STATE STREET ROAD STREET 2: PO BOX 220 CITY: SKANEATELES FALLS STATE: NY ZIP: 13153-0220 SC TO-T/A 1 0001.txt AMENDMENT NO. 1 TO SCHEDULE TO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- Amendment No. 1 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 Protocol Systems, Inc. (Name of Subject Company (Issuer)) Welch Allyn Acquisition Corporation Welch Allyn, Inc. (Names of Filing Persons (Offerors)) Common Stock, par value $0.01 per share (Title of Class of Securities) 74371R106 (CUSIP Number of Class of Securities) M. Jack Rudnick, Esq., Vice President and General Counsel Welch Allyn, Inc. 4341 State Street Road Skaneateles Falls, New York 13153 (315) 685-2500 With copy to: Ronald C. Berger, Esq. Bond, Schoeneck & King, LLP One Lincoln Center Syracuse, New York 13202-1355 (315) 422-0121 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) June 22, 2000 [_]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: [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: [_] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Welch Allyn Acquisition Corporation (the "Purchaser") and Welch Allyn, Inc. hereby amend and supplement their Tender Offer Statement on Schedule TO (the "Statement"), originally filed on June 7, 2000, with respect to the cash tender offer by the Purchaser to purchase all the outstanding shares of common stock, par value $0.01 per share, of Protocol Systems, Inc. Capitalized terms used, but not defined, herein have the respective meanings assigned to such terms in the Statement. Item 11. Additional Information. On June 22, 2000, Parent and the Company issued a joint press release, a copy of which is attached hereto as Exhibit (a)(9) and is incorporated herein by reference. Item 12. Exhibits. *(a)(1) Offer to Purchase. *(a)(2) Letter of Transmittal. *(a)(3) Notice of Guaranteed Delivery. *(a)(4) Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. *(a)(5) Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. *(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *(a)(7) Summary Advertisement dated June 7, 2000. *(a)(8) Joint Press Release dated May 25, 2000, issued by the Company and Parent (incorporated herein by reference to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 25, 2000 by the Purchaser and Parent). (a)(9) Joint Press Release dated June 22, 2000 issued by the Company and Parent. *(b)(1) Agreement, dated as of May 18, 2000, by and between Parent and Bank One, NA concerning a $40 million bridge loan. *(b)(2) $40 million Master Note (Fixed and Floating Rates), dated May 18, 2000, made by Parent. *(d)(1) Agreement and Plan of Merger, dated as of May 24, 2000, by and among the Purchaser, Parent and the Company (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 25, 2000 by the Company (Commission File No. 0-19943)). *(d)(2) Confidentiality Agreement, dated as of March 9, 2000, between Parent and the Company (incorporated herein by reference to Exhibit (e)(2) to the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on June 7, 2000 by the Company ("Schedule 14D-9")). *(d)(3) Amended and Restated Executive Employment Agreement between the Company and Edward M. Kolasinski dated May 23, 2000 (incorporated herein by reference to Exhibit (e)(3) to Schedule 14D-9). *(d)(4) Amended and Restated Executive Employment Agreement between the Company and Robert F. Adrion dated May 23, 2000 (incorporated herein by reference to Exhibit (e)(4) to Schedule 14D-9). *(d)(5) Executive Employment Agreement between the Company and Ann P. Demaree dated May 23, 2000 (incorporated herein by reference to Exhibit (e)(5) to Schedule 14D-9). *(d)(6) Amended and Restated Executive Employment Agreement between the Company and James P. Fee dated May 23, 2000 (incorporated herein by reference to Exhibit (e)(6) to Schedule 14D-9). *(d)(7) Amended and Restated Executive Employment Agreement between the Company and Donald M. Abbey dated May 23, 2000 (incorporated herein by reference to Exhibit (e)(7) to Schedule 14D-9). *(d)(8) Amended and Restated Executive Employment Agreement between the Company and James P. Welch dated May 23, 2000 (incorporated herein by reference to Exhibit (e)(8) to Schedule 14D-9). *(d)(9) Amended and Restated Executive Employment Agreement between the Company and Richard L. Roa dated May 23, 2000 (incorporated herein by reference to Exhibit (e)(9) to Schedule 14D-9).
2 *(d)(10) Amended and Restated Executive Employment Agreement between the Company and Chris E. Tew dated May 23, 2000 (incorporated herein by reference to Exhibit (e)(10) to Schedule 14D-9). *(d)(11) Amended and Restated Executive Employment Agreement between the Company and Allen L. Oyler dated May 23, 2000 (incorporated herein by reference to Exhibit (e)(11) to Schedule 14D-9). *(d)(12) Retention Bonus Agreement between the Company and James P. Welch dated May 23, 2000 (incorporated herein by reference to Exhibit (e)(12) to Schedule 14D-9). *(d)(13) Retention Bonus Agreement between the Company and Robert F. Adrion dated May 23, 2000 (incorporated herein by reference to Exhibit (e)(13) to Schedule 14D-9). *(d)(14) Retention Bonus Agreement between the Company and Ann P. Demaree dated May 23, 2000 (incorporated herein by reference to Exhibit (e)(14) to Schedule 14D-9). *(d)(15) Retention Bonus Agreement between the Company and James P. Fee dated May 23, 2000 (incorporated herein by reference to Exhibit (e)(15) to Schedule 14D-9). *(d)(16) Retention Bonus Agreement between the Company and Edward M. Kolasinski dated May 23, 2000 (incorporated herein by reference to Exhibit (e)(16) to Schedule 14D-9). *(d)(17) Retention Bonus Agreement between the Company and Allen L. Oyler dated May 23, 2000 (incorporated herein by reference to Exhibit (e)(17) to Schedule 14D-9). *(d)(18) Retention Bonus Agreement between the Company and Richard L. Roa dated May 23, 2000 (incorporated herein by reference to Exhibit (e)(18) to Schedule 14D-9). *(d)(19) Retention Bonus Agreement between the Company and Chris E. Tew dated May 23, 2000 (incorporated herein by reference to Exhibit (e)(19) to Schedule 14D-9). *(d)(20) Retention Bonus Agreement between the Company and Donald M. Abbey dated May 23, 2000 (incorporated herein by reference to Exhibit (e)(20) to Schedule 14D-9). *(d)(21) Supplement to Amended and Restated Executive Employment Agreement between the Company and Robert F. Adrion dated May 24, 2000 (incorporated herein by reference to Exhibit (e)(21) to Schedule 14D- 9). *(d)(22) First Amendment to Rights Agreement, dated as of May 24, 2000, between the Company and ChaseMellon Shareholder Services, L.L.C., as the Rights Agent (incorporated herein by reference to Exhibit (e)(22) to Schedule 14D-9).
- ------- * Previously filed. 3 SIGNATURE After due inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: June 22, 2000 Welch Allyn Acquisition Corporation /s/ M. Jack Rudnick By: _____________________________________ Name: M. Jack Rudnick Title: Vice President Welch Allyn, Inc. /s/ Peter H. Soderberg By: _____________________________________ Name: Peter H. Soderberg Title: President and Chief Executive Officer 4 EX-99.(A)(9) 2 0002.txt JOINT PRESS RELEASE Exhibit (a)(9) For more information contact: Welch Allyn, Inc. For Immediate Release 4341 State Street Road Skaneateles Falls, NY 13153 Jean Vincent, (315) 685-3696 Vincentjg@mail.welchallyn.com Protocol Systems, Inc. 8500 S.W. Creekside Place Beaverton, OR 97008-7107 Grant Gibson, (503) 526-8500 Grantg@protocol.com Welch Allyn, Inc. and Protocol Systems, Inc. Announce Expiration of Hart-Scott-Rodino Waiting Period Relating to the Pending Tender Offer. Skaneateles Falls, NY and Portland, OR, USA-June 22, 2000-Welch Allyn, Inc., a privately-held company, and Protocol Systems, Inc. (NASDAQ:PCOL) today jointly announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to the pending cash tender offer by Welch Allyn Acquisition Corporation, a wholly-owned subsidiary of Welch Allyn, Inc., for all of the outstanding shares of common stock of Protocol Systems, Inc. The expiration or early termination of that waiting period was one of the conditions to the completion of the tender offer. The tender offer is currently scheduled to expire at 12:00 midnight, New York City time, on Wednesday, July 5, 2000, unless the offer is extended. This press release does not constitute an offer to purchase or a solicitation of an offer to sell securities, nor a recommendation with respect to any such offer. The complete terms and conditions of the tender offer are set forth in the Offer to Purchase, dated June 7, 2000, and the related Letter of Transmittal, and the solicitation/recommendation of Protocol Systems, Inc. is set forth in its Solicitation/Recommendation Statement on Schedule 14D-9. Each of the foregoing documents was filed with the Securities and Exchange Commission (SEC), and mailed to the shareholders of Protocol Systems, Inc., on June 7, 2000. These documents may be obtained free of charge at the SEC's web site at www.sec.gov. You may also obtain a copy of these documents free of charge from - ----------- ChaseMellon Shareholder Services, Inc., the information agent for the tender offer, by calling toll-free (888) 509-7936. Protocol Systems, Inc. designs, manufactures and markets mission-critical flexible monitoring solutions that improve patient care and lower healthcare operating costs. Protocol uses innovative computer and software technologies to provide vital patient data and connect clinicians with mobile patients via workstations, wireless devices and the Internet. Protocol is based in Beaverton, Ore. and its products are available in more than 90 countries around the world. Welch Allyn, Inc. was founded in 1915 and is today a leading manufacturer and marketer of innovative medical and dental diagnostic equipment and miniature precision lamps. Headquartered in Skaneateles Falls, New York, USA, Welch Allyn, Inc. has more than 1,800 employees and numerous manufacturing, sales, and distribution facilities located throughout the world. -----END PRIVACY-ENHANCED MESSAGE-----