SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
BEI MEDICAL SYSTEMS COMPANY, INC.
(Name of Subject Company)
BROADWAY ACQUISITION CORP.
(OFFEROR)
BOSTON SCIENTIFIC CORPORATION
(PARENT OF OFFEROR)
(Names of Filing Persons (Identifying Status as Offeror,
Issuer or Other Person))
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
05538E109
(COMMON STOCK ONLY)
(CUSIP Number of Class of Securities)
LAWRENCE J. KNOPF, ESQ. LAWRENCE J. KNOPF, ESQ.
BOSTON SCIENTIFIC CORPORATION BROADWAY ACQUISITION CORP.
ONE BOSTON SCIENTIFIC PLACE ONE BOSTON SCIENTIFIC PLACE
NATICK, MA 01760-1537 NATICK, MA 01760-1537
(508) 650-8567 (508) 650-8567
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
COPIES TO:
JOHAN V. BRIGHAM, ESQ.
MATTHEW J. CUSHING, ESQ.
BINGHAM DANA LLP
150 FEDERAL STREET
BOSTON, MA 02210
(617) 951-8000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes 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 13c-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. 2 (the "Amendment") amends and supplements Items 1,
4, 8 and 11 of the Tender Offer Statement on Schedule TO originally filed on May
30, 2002, and subsequently amended on June 18, 2002 (as amended, the "Schedule
TO"), by Boston Scientific Corporation, a Delaware corporation ("Parent"), and
Broadway Acquisition Corp., a Delaware corporation and wholly owned subsidiary
of Parent ("Purchaser"), relating to the offer by Purchaser to purchase all of
the outstanding shares of common stock, par value $0.001 per share, including
the associated preferred share purchase rights, and all of the outstanding
shares of Series A Convertible Preferred Stock, par value $0.001 per share
(together, the "Shares"), of BEI Medical Systems Company, Inc., a Delaware
corporation ("BEI"), at a purchase price of $6.8426 per share of Common Stock
and $13.6852 per share of Preferred Stock, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated May
30, 2002 (the "Offer to Purchase"), and in the related Letter of Transmittal
(which, together with the Offer to Purchase and any amendments or supplements
hereto and thereto, collectively constitute the "Offer"), copies of which were
filed as Exhibits (a)(1)(i) and (ii), respectively, to the Schedule TO. The
information set forth in the Offer to Purchase and the related Letter of
Transmittal was incorporated into the Schedule TO by reference with respect to
Items 1-9 and 11 of the Schedule TO. The Agreement and Plan of Merger, dated as
of May 13, 2002 (the "Merger Agreement"), among Parent, Purchaser and BEI, a
copy of which was attached as Exhibit (d)(i) to the Schedule TO, was
incorporated in the Schedule TO by reference with respect to Items 5 and 11 of
the Schedule TO.
Items 1, 4, 8 and 11.
Items 1, 4, 8 and 11 are hereby amended and supplemented as follows:
The Offer expired at midnight, New York City time, on Wednesday, June 26, 2002.
Pursuant to the Offer, based upon a preliminary report from the Depositary, on
June 27, 2002, 9,427,052 Common Shares and 1,114,485 Series A Shares were
tendered (including approximately 207,392 shares tendered by notice of
guaranteed delivery). This represents approximately 96% of the outstanding
Common Shares on an as converted basis.
On June 27, 2002, Parent and Purchaser issued a press release announcing the
completion of the Offer. The press release is contained in Exhibit (a)(5)(i)
hereto, and the information set forth in the press release is hereby
incorporated by reference.
Item 12. Exhibits
Item 12 is hereby amended and supplemented to add thereto the
following:
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
99(a)(5)(i) Press release of Boston Scientific Corporation dated
June 27, 2002.
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: June 27, 2002
BROADWAY ACQUISITION CORP.
By: /s/ Lawrence J. Knopf
--------------------------------
Name: Lawrence J. Knopf
Title: Vice President
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: June 27, 2002
BOSTON SCIENTIFIC CORPORATION
By: /s/ Lawrence J. Knopf
--------------------------------
Name: Lawrence J. Knopf
Title: Assistant General Counsel
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
99(a)(5)(i) Press release of Boston Scientific Corporation dated
June 27, 2002.