-----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, V4oYWhqZz8iNhUY4FEweRxbkospB/tKXlRiklW+4NzIjF1dJZCR7OPKIGy+x/7ih q+uTvz1CdFFpNZN9H1NfMA== /in/edgar/work/20000621/0000891836-00-000458/0000891836-00-000458.txt : 20000920 0000891836-00-000458.hdr.sgml : 20000920 ACCESSION NUMBER: 0000891836-00-000458 CONFORMED SUBMISSION TYPE: SC TO-T PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000621 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: 658607 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. 4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 4 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. N/A ITEM 12. MATERIAL TO BE FILED AS EXHIBITS. Item 12 is hereby amended to add the following: (1) Press release issued by Siemens Medical Engineering Group, dated June 21, 2000, announcing that the German Federal Cartel Office intends to terminate the in-depth review and to clear the transaction under the German merger control laws applicable to Siemens Corporation's pending acquisition of Shared Medical Systems Corporation by June 30. 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 21, 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 1 CONTACT: Tom Varney (212) 258-4335 thomas.varney@sc.siemens.com FOR IMMEDIATE RELEASE SIEMENS ANNOUNCES EXPECTED TERMINATION OF GERMAN ANTITRUST WAITING PERIOD REGARDING PENDING ACQUISITION OF SHARED MEDICAL SYSTEMS CORPORATION NEW YORK, June 21, 2000 -- Siemens Medical Engineering Group (Med) today announced that the German Federal Cartel Office has informed Siemens that it intends to terminate the in-depth review and to clear the transaction under the German merger controi laws applicable to Siemens Corporation's pending acquisition of Shared Medical Systems Corporation (NYSE: SMS) by June 30. Termination of the in-depth review will not be final until the Federal Cartel Office issues its written decision, which the Federal Cartel Office said it would issue prior to June 30. As previously announced, Siemens Corporation and Shared Medical Systems Corporation (SMS) have entered into a merger agreement under which a wholly owned subsidiary of Siemens Corporation, Autobahn Acquisition Corporation, commenced on May 10, 2000, an all-cash tender offer for all of SMS's outstanding common stock at a price of $73.00 per share. The tender offer is conditioned upon, among other things, there being tendered and not withdrawn prior to the expiration date of the tender offer at least a majority of the outstanding shares of common stock. The tender offer and withdrawal rights are scheduled to expire at 12:00 midnight, New York City time, on Friday, June 30, 2000, unless extended. 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 Corporation ((800) 646-4543) is the dealer manager for the tender offer. - more - SIEMENS ANNOUNCES EXPECTED TERMINATION - page 2 - ----------------------------------------------- Siemens Medical Engineering Group is one of the world's largest suppliers of innovative products, services and complete solutions for the healthcare industry. Med covers the full spectrum of products, systems and services, ranging from advanced diagnostic and therapy imaging systems and audiology devices, to IT solutions for optimizing processes and improving efficiency in clinics and private practices. Med 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 electronic parts and systems. Founded in 1969, Shared Medical Systems Corporation has over 30 years of network computing experience, operating the industry's largest Information Services Center (ISC) and Health Information Network for application hosting, e-commerce, enterprise systems management, and managed Internet services. SMS specializes in information solutions for hospitals, provides process and structural consulting, application services and manages IT infrastructures. As the premier Application Service Provider (ASP) in healthcare, SMS's ISC operates health applications for over 1,000 health providers with connections to over 400,000 customer workstations, and processes 80 million transactions each day. ### -----END PRIVACY-ENHANCED MESSAGE-----