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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 3)
and
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 1)
VYSIS, INC.
(Name of Subject Company (Issuer))
RAINBOW ACQUISITION CORP.
a wholly owned subsidiary of
ABBOTT LABORATORIES
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
928961-10-1
(CUSIP Number of Class of Securities)
Jose M. de Lasa
Senior Vice President, Secretary and General Counsel
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6400
(847) 937-6100
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
With a copy to:
Charles W. Mulaney, Jr., Esq.
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive
Chicago, Illinois 60606
Telephone: (312) 407-0700
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$375,598,258.50 $75,119.66
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* Estimated for purposes of calculating the filing fee only. The filing
fee calculation assumes the purchase of 10,291,789 outstanding shares
of common stock of Vysis, Inc. at a purchase price of $30.50 per
share. The transaction value also includes the offer price of $30.50
per share, multiplied by 2,002,908, the estimated number of options
outstanding under Vysis, Inc's employee stock option plans which are
or will be, as a result of the transaction, exercisable for shares of
common stock of Vysis, Inc. The amount of the filing fee calculated in
accordance with Rule 0-11 of the Securities Exchange Act of 1934, as
amended, equals 1/50 of 1% of the transaction 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: $75,119.66 Filing party: Abbott Laboratories and Rainbow Acquisition Corp.
Form or Registration No.: Schedule TO Date Filed: October 31, 2001
[_] 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.
[X] 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]
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CUSIP No. 928961-10-1
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ABBOTT LABORATORIES (I.R.S. IDENTIFICATION NO. 36-0698440)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |_|
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 10,192,813
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
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10 SHARED DISPOSITIVE POWER
10,192,813
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,192,813
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
EXCLUDES CERTAIN ISSUES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.6%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 928961-10-1
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xxx
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
RAINBOW ACQUISITION CORP.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |_|
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 10,192,813
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,192,813
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,192,813
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
EXCLUDES CERTAIN ISSUES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.6%
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14 TYPE OF REPORTING PERSON
CO
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This Amendment No. 3 (the "Amendment") amends and supplements
the Tender Offer Statement on Schedule TO filed with the Securities and
Exchange Commission (the "Commission") on October 31, 2001, as amended (the
"Schedule TO") by Rainbow Acquisition Corp., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of Abbott Laboratories, an
Illinois corporation ("Abbott") and the Schedule 13D filed with the
Commission by Purchaser and Abbott on November 1, 2001. The Schedule TO
relates to the offer by the Purchaser to purchase all outstanding shares of
common stock, par value $.001 per share (the "Shares"), of Vysis, Inc., a
Delaware corporation (the "Company"), at $30.50 per Share net to the seller
in cash, upon the terms and conditions set forth in its Offer to Purchase
dated October 31, 2001 (the "Offer to Purchase") and in the related Letter
of Transmittal (which, together with the Offer to Purchase and any
amendments or supplements thereto, collectively constitute the "Offer").
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the Offer to Purchase or in the Schedule
TO.
Items 4, 8 and 11.
Items 4, 8 and 11 are hereby amended and supplemented to include the
following:
The Offer expired at 12:00 midnight, New York City time, on
November 29, 2001, and was not extended. Based on information provided by
EquiServe Trust Company, N.A., the depositary for the Offer (the
"Depositary"), 10,192,813 Shares (including 346,500 Shares subject to
guarantee of delivery), representing approximately 98.6% of the outstanding
Shares, were validly tendered pursuant to the Offer. Purchaser has accepted
for payment all Shares validly tendered and not withdrawn prior to the
expiration of the Offer.
Pursuant to the terms of the Agreement and Plan of Merger,
dated as of October 24, 2001, among Abbott, Purchaser and the Company,
Abbott intends to cause the merger of Purchaser with and into the Company
(the "Merger") following the expiration of the Offer. Upon consummation of
the Merger, each Share issued and outstanding immediately prior to the
effective time of the Merger (other than Shares owned by Abbott or any of
its subsidiaries or held by the Company as treasury stock or owned by any
subsidiaries of the Company, all of which will be cancelled and retired and
will cease to exist, and other than Shares that are held by stockholders,
if any, who properly exercise their dissenters' rights in accordance with
Delaware law) will be cancelled and converted automatically into the right
to receive $30.50, without interest thereon, payable to the holder of such
Share.
On November 30, 2001, Abbott issued a press release announcing
the results of the Offer. The full text of press release is filed as
Exhibit (a)(5)(E) and is incorporated by reference herein.
Item 11. Additional Information.
Sections (a)(2) and (a)(3) of Item 11 are hereby amended and supplemented
to include the following:
On November 29, 2001, the German Federal Cartel Office approved
the proposed acquisition of the Company by Abbott.
Item 12. Exhibits.
(a)(1)(A)* Offer to Purchase dated October 31, 2001.
(a)(1)(B)* Letter of Transmittal.
(a)(1)(C)* Notice of Guaranteed Delivery.
(a)(1)(D)* Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(E)* Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(1)(F)* Guidelines for Certification of Taxpayer Identification
Number (TIN) on Substitute Form W-9.
(a)(5)(A)* Press Release issued by Abbott on October 24, 2001,
incorporated herein by reference to the Schedule TO filed
by Abbott on October 24, 2001.
(a)(5)(B)* Summary Advertisement as published in The Wall Street
Journal on October 31, 2001.
(a)(5)(C)* Press Release issued by Abbott on October 31, 2001.
(a)(5)(D)* Press Release issued by Abbott on November 23, 2001.
(a)(5)(E) Press Release issued by Abbott on November 30, 2001.
(b) Not applicable.
(d)(1)* Agreement and Plan of Merger, dated as of October 24, 2001,
by and among Abbott, the Purchaser, and Vysis.
(d)(2)* Stockholder Agreement, dated as of October 24, 2001, by
and among Abbott, the Purchaser, Amoco Technology Company
and BP America Inc.
(d)(3)* Confidentiality Agreement, dated April 17, 2001, as
amended on August 21, 2001, between Vysis and Abbott.
(d)(4)* Confidentiality Agreement, dated August 21, 2001, between
BP Corporation North America Inc. and Abbott.
(g) Not applicable.
(h) Not applicable.
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* Previously filed.
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.
ABBOTT LABORATORIES
By: /s/ RICHARD A. GONZALEZ
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Name: Richard A. Gonzalez
Title: Executive Vice President,
Medical Products
RAINBOW ACQUISITION CORP.
By: /s/ THOMAS C. FREYMAN
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Name: Thomas C. Freyman
Title: Vice President
Dated: November 30, 2001
EXHIBIT INDEX
Exhibit No. Exhibit Name
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(a)(1)(A)* Offer to Purchase dated October 31, 2001.
(a)(1)(B)* Letter of Transmittal.
(a)(1)(C)* Notice of Guaranteed Delivery.
(a)(1)(D)* Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(E)* Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(1)(F)* Guidelines for Certification of Taxpayer Identification
Number (TIN) on Substitute Form W-9.
(a)(5)(A)* Press Release issued by Abbott on October 24, 2001,
incorporated herein by reference to the Schedule TO
filed by Abbott on October 24, 2001.
(a)(5)(B)* Summary Advertisement as published in The Wall Street
Journal on October 31, 2001.
(a)(5)(C)* Press Release issued by Abbott on October 31, 2001.
(a)(5)(D)* Press Release issued by Abbott on November 23, 2001.
(a)(5)(E) Press Release issued by Abbott on November 30, 2001.
(b) Not applicable.
(d)(1)* Agreement and Plan of Merger, dated as of October 24,
2001, by and among Abbott, the Purchaser and Vysis.
(d)(2)* Stockholder Agreement, dated as of October 24, 2001,
by and among Abbott, the Purchaser, Amoco Technology
Company and BP America Inc.
(d)(3)* Confidentiality Agreement, dated April 17, 2001, as
amended on August 21, 2001, between Vysis and Abbott.
(d)(4)* Confidentiality Agreement, dated August 21, 2001,
between BP Corporation North America Inc. and Abbott.
(g) Not applicable.
(h) Not applicable.
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* Previously filed.
Exhibit (a)(5)(E)
For Immediate Release
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Media:
Kathleen O'Neil
(847) 938-3895
Financial Community:
John Thomas
(847) 938-2655
ABBOTT LABORATORIES ACQUIRES CONTROL OF VYSIS, INC.
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ABBOTT PARK, Ill., November 30, 2001-- Abbott Laboratories
(NYSE: ABT) announced today that it has acquired control of Vysis, Inc.
(Nasdaq: VYSI). Abbott's cash tender offer to purchase all of the
outstanding common stock of Vysis expired, as scheduled, at midnight, New
York City time, on Thursday, November 29, 2001. The offer has not been
extended.
A total of 10,192,813 shares of Vysis common stock were validly
tendered and not withdrawn prior to the expiration of the offer, including
346,500 shares subject to guaranteed delivery procedures. Abbott has
accepted all of these shares for payment. These shares represent
approximately 98.6 percent of Vysis's outstanding shares.
As the final step of the acquisition process, Abbott intends to
consummate a merger in which remaining Vysis shareholders will receive the
same $30.50 cash price per share as paid in the tender offer.
Abbott Laboratories is a global, diversified health care
company devoted to the discovery, development, manufacture and marketing of
pharmaceuticals, nutritionals, and medical products, including devices and
diagnostics. The company employs approximately 70,000 people and markets
its products in more than 130 countries. In 2000, the company's sales and
net earnings were $13.7 billion and $2.8 billion, respectively, with
diluted earnings per share of $1.78.
Abbott's news releases and other information are available on
the company's Web site at www.abbott.com.
Vysis is a genomic disease management company that develops,
commercializes and markets DNA-based clinical products providing
information critical to the evaluation and management of cancer, prenatal
disorders and other genetic diseases. The company has direct sales
operations in the United States and Europe; a marketing partnership in
Japan with Fujisawa Pharmaceutical Co.; and a worldwide distribution
network. Vysis' news releases and other information are available on the
company's Web site at www.vysis.com.
