================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
SCHEDULE TO/A
(Final Amendment)
(Rule 14d-100)
Tender Offer Statement Under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
ALARIS MEDICAL SYSTEMS, INC.
(Name of Subject Company--Issuer)
BLUE MERGER CORP.,
a wholly owned subsidiary of
CARDINAL HEALTH, INC.
(Name of Filing Persons--Offerors)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
011637105
(CUSIP Number of Class of Securities)
Paul S. Williams
Executive Vice President, Chief Legal Officer and
Secretary
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
Telephone: (614) 757-5000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy To:
David A. Katz, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
[_] 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: None. Filing Party: Not applicable. Form or Registration
No.: Not applicable. Date Filed: Not applicable.
[_] 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: [X]
================================================================================
This Final Amendment (the "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO (the "Schedule TO"), filed initially with the
Securities and Exchange Commission (the "Commission") on May 28, 2004 by
Cardinal Health, Inc., an Ohio corporation ("Cardinal Health"), and Blue Merger
Corp., a Delaware corporation and a wholly owned subsidiary of Cardinal Health
("Subcorp"), as amended by Amendment No. 1 filed with the Commission on June 1,
2004, Amendment No. 2 transmitted for filing with the Commission on June 14,
2004, and Amendment No. 3 filed with the Commission on June 22, 2004, relating
to the offer by Subcorp to purchase all outstanding shares of common stock, par
value $0.01 per share (the "Shares"), of ALARIS Medical Systems, Inc., a
Delaware corporation ("ALARIS"), for $22.35 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated May 28, 2004 (the "Offer to Purchase"), and in the related
Letter of Transmittal, copies of which were filed previously with the Schedule
TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any
amendments or supplements to the Offer to Purchase and the Letter of
Transmittal, collectively constitute the "Offer").
ITEM 11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and supplemented by the
following:
On Monday, June 28, 2004, Cardinal Health issued a press release
filed as Exhibit (a)(5)(F) to the Schedule TO, as amended, announcing the
expiration of the Offer. The Offer expired at midnight, New York City
time, on June 25, 2004. All Shares validly tendered (and not withdrawn)
prior to the expiration of the Offer have been accepted for payment and
will be purchased promptly. Pursuant to the Offer, 67,323,950 Shares were
tendered and not withdrawn, representing approximately 92.4 percent of the
total number of Shares outstanding. In addition, 4,586,107 Shares were
tendered into the Offer by receipt of notice of guaranteed delivery.
Collectively, this represents approximately 98.7 percent of the total
number of Shares outstanding.
On Monday, June 28, 2004, 1,572,603 Shares that were tendered into
the Offer by notice of guaranteed delivery were delivered to the
Depositary, along with 22 additional Shares that were not reflected in the
above totals.
ITEM 12. EXHIBITS
Item 12 is hereby amended and supplemented to add the following exhibit:
(a)(5)(F) Press Release issued by Cardinal Health dated June 28, 2004.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule TO is true, complete and
correct.
Dated: June 28, 2004
BLUE MERGER CORP.
By: /s/ PAUL S. WILLIAMS
----------------------------------------
NAME: PAUL S. WILLIAMS
TITLE: EXECUTIVE VICE PRESIDENT, CHIEF
LEGAL OFFICER AND SECRETARY
CARDINAL HEALTH, INC.
By: /s/ PAUL S. WILLIAMS
-----------------------------------------
NAME: PAUL S. WILLIAMS
TITLE: EXECUTIVE VICE PRESIDENT,
CHIEF LEGAL OFFICER AND SECRETARY
EXHIBIT INDEX
(a)(5)(F) Press Release issued by Cardinal Health dated June 28, 2004.