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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________ SCHEDULE 14D-1/A ___________________________ TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ___________________________ MEDISENSE, INC. (NAME OF SUBJECT COMPANY) ___________________________ AAC ACQUISITION, INC., a wholly owned subsidiary of ABBOTT LABORATORIES (BIDDERS) ___________________________ Common Stock and Class B Common Stock (TITLE OF CLASS OF SECURITIES) ___________________________ 584960108 (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 60064-3500 (848)937-6100 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) Copy to: Robert A. Helman Mayer, Brown & Platt 190 South LaSalle Street Chicago, IL 60603 (312)782-0600 Page 1 of 4 Pages CUSIP No.: 584960108 14D-1 Page 2 of 4 Pages 1. Name of Reporting Person: AAC Acquisition, Inc. SS or IRS Identification No. of Above Person: None. Name of Reporting Person: Abbott Laboratories SS or IRS Identification No. of Above Person: 36-0698440 ________________________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / / ________________________________________________________________________________ 3. SEC Use Only: ________________________________________________________________________________ 4. Sources of Funds: WC ________________________________________________________________________________ 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): / / ________________________________________________________________________________ 6. Citizenship or Place of Organization: Massachusetts (AAC Acquisition, Inc.); Illinois (Abbott Laboratories) ________________________________________________________________________________ 7. Aggregate Amount Beneficially Owned by Each Reporting Person: 19,861,187 Shares ________________________________________________________________________________ 8. Check if the Aggregate in Row (7) Excludes Certain Shares: / / ________________________________________________________________________________ 9. Percent of Class Represented by Amount in Row (7): 98.37% ________________________________________________________________________________ 10. Type of Reporting Person: CO (AAC Acquisition, Inc.) CO (Abbott Laboratories) ________________________________________________________________________________ 2 This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule 14D-1 dated April 4, 1996, as amended (the "Schedule 14D-1") of Abbott Laboratories, an Illinois corporation ("Parent"), and AAC Acquisition, Inc., a Massachusetts corporation and wholly-owned subsidiary of Parent (the "Purchaser"), filed in connection with the Purchaser's offer to purchase any and all shares of the common stock, $.01 par value per share (the "Common Stock") and Class B common stock, $.01 par value per share (the "Class B Common Stock" and together with the Common Stock, the "Shares") of MediSense, Inc., a Massachusetts corporation (the "Company"), upon the terms and subject to the conditions set forth in the Schedule 14D-1 (the "Offer"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to those terms in the Schedule 14D-1. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. On May 2, 1996, pursuant to the terms of the Merger Agreement, Richard C.E. Morgan, John F. Gaither, Jr., Raymond D. Oddi, Kenneth E. Quickel, Jr., M.D., Peter R. Rosenblatt and James R. Tobin each resigned as directors of the Company and Gary P. Coughlan, Miles D. White and Jose M. de Lasa, designees of Parent, were elected as directors of the Company. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Purchaser has been informed that, notwithstanding an earlier report from the Depositary, a total of 19,861,187 Shares in fact were validly tendered and not withdrawn as of the expiration of the Offer, including 2,217,972 Shares which were tendered pursuant to guaranteed delivery procedures. Purchaser has accepted for payment all Shares validly tendered and not withdrawn prior to the expiration of the Offer. As a result, Parent and Purchaser beneficially own 98.37% of the outstanding Shares on a fully diluted basis. Due to the reliance by the Purchaser on the Depositary's earlier report, the Purchaser previously reported that fewer Shares had been tendered in response to the Offer. 3 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: May 2, 1996 AAC ACQUISITION, INC. /s/ Gary P. Coughlan ----------------------------------------- Name: Gary P. Coughlan Title: Vice President and Treasurer ABBOTT LABORATORIES /s/ Gary P. Coughlan ----------------------------------------- Name: Gary P. Coughlan Title: Senior Vice President, Finance and Chief Financial Officer 4