SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)*
Vysis, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
928961101
(CUSIP Number)
Daniel B. Pinkert
BP America Inc.
200 East Randolph Drive
Mail Code 2106
Chicago, Illinois 60601
(312) 856-3025
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 24, 2001
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note. This document is being electronically filed with the Commission using the
EDGAR System. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
---------------------
*The remainder of this cover page should be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provide in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("ACT") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BP p.l.c.; IRS No.: None
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [x]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
6,662,682
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
6,662,682
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,662,682
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.1% (based on 10,241,438 shares outstanding as reported in the Form 10-Q
quarterly report for the quarterly period ended June 30, 2001)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BP America Inc.; IRS No.: 94-2257553
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [x]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
6,662,682
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
6,662,682
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,662,682
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.1% (based on 10,241,438 shares outstanding as reported in the Form 10-Q
quarterly report for the quarterly period ended June 30, 2001)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BP Corporation North America Inc.; IRS No.: 36-1812780
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [x]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
6,662,682
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
6,662,682
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,662,682
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.1% (based on 10,241,438 shares outstanding as reported in the Form 10-Q
quarterly report for the quarterly period ended June 30, 2001)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amoco Technology Company; IRS No.: 36-3247360
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [x]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
6,662,682
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
6,662,682
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,662,682
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.1% (based on 10,241,438 shares outstanding as reported in the Form 10-Q
quarterly report for the quarterly period ended June 30, 2001)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
RELATING TO THE COMMON STOCK OF
VYSIS, INC.
This Amendment No. 3 amends the Schedule 13D filed February 20, 1998, as
amended by the Amendment No. 1 filed September 23, 1999 and the Amendment No. 2
filed July 11, 2001 (collectively, the "Schedule 13D"). Unless specifically
hereby amended, the information in the Schedule 13D remains unchanged. Unless
otherwise defined herein, all defined terms used herein have the same meaning as
in the Schedule 13D.
Item 2. Identity and Background
Item 2 to the Schedule 13D is hereby supplemented and amended as follows:
There have been changes to the executive officers and directors of BP
p.l.c. which are reflected on the attached Schedule I.
Item 4. Purpose of Transaction.
Item 4 is hereby amended in its entirety to read as follows:
The 6,662,682 shares of Common Stock of Vysis owned by ATC, constituting
65.1% of the outstanding Vysis Common Stock, are held as an investment. ATC and
BP have determined that ATC's investment in Vysis Common Stock is not strategic.
As previously reported ATC and BP have been evaluating alternatives for
divestment of all or a portion of ATC's holdings in Vysis Common Stock.
On October 24, 2001, Abbott Laboratories, an Illinois corporation
("Abbott"), Rainbow Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Abbott ("Rainbow") and Vysis entered into an Agreement and Plan of
Merger, dated as of October 24, 2001 (the "Merger Agreement"), which provides,
among other things, for the acquisition of Vysis by Abbott by means of a cash
tender offer (the "Offer") for all of the issued and outstanding shares of Vysis
Common Stock and for the subsequent merger (the "Merger") of Rainbow with and
into Vysis upon the terms and subject to the conditions set forth in the Merger
Agreement.
Concurrently with Abbott, Rainbow and Vysis entering into the Merger
Agreement, Abbott, Rainbow, BP and ATC entered into a Stockholder Agreement,
dated as of October 24, 2001 (the "Stockholder Agreement").
Pursuant to the Stockholder Agreement, ATC has agreed, among other things,
that it
will tender all of its shares of Vysis Common Stock into the Offer
promptly, but not later than the fifth business day following the
commencement of the Offer, and that it will not withdraw any of its
tendered shares of Vysis Common Stock so long as the Offer remains
outstanding;
will not (a) dispose of or transfer any interest in or encumber any of
its shares of Vysis Common Stock, (b) deposit its shares of Vysis Common
Stock into a voting trust, enter into any voting arrangement or grant any
proxy with respect to its shares of Vysis Common Stock, or (c) take any
other action that would interfere with the performance of its obligations
under the Stockholder Agreement;
will vote or consent its shares of Vysis Common Stock (a) in favor of the
Merger and approval and adoption of the Merger Agreement and any action
required in furtherance thereof, (b) against any action or agreement that
would result in a breach of any representation, warranty or covenant of
Vysis in the Merger Agreement, and (c) against any action or agreement
which would delay, postpone or attempt to discourage the Merger or the
Offer or cause a condition to the closing of the Merger or the Offer to not
be capable of being satisfied;
irrevocably grants to, and appoints, Abbott and any Abbott's nominee its
proxy and attorney-in-fact (with full power of substitution) during the
term of the Stockholder Agreement to vote its shares of Vysis Common Stock,
or grant a consent or approval in respect of the shares, in connection with
any meeting of the stockholders of Vysis: (a) in favor of the Merger and
approval and adoption of the Merger Agreement and any action required in
furtherance thereof, (b) against any action or agreement that would result
in a breach of any representation, warranty or covenant of Vysis in the
Merger Agreement, and (c) against any action or agreement which would
delay, postpone or attempt to discourage the Merger or the Offer or cause a
condition to the closing of the Merger or the Offer to not be capable of
being satisfied; and
irrevocably waives any rights of appraisal or rights to dissent from the
Merger.
The Stockholder Agreement also provides that
from the date of the Stockholder Agreement until the earlier of the
effective time of the Merger or the termination of the Stockholder
Agreement, ATC will not (and ATC will not permit any of its affiliates,
officers, directors or employees or any investment banker, financial
advisor, attorney, accountant or other representative retained by it or any
affiliate (collectively "Stockholder Representatives") to) directly or
indirectly: (a) solicit, initiate, engage in discussions or negotiate with
anyone or take any other action intended or designed to facilitate any
inquiry or effort of anyone (other than Abbott) relating to any Alternative
Acquisition (which is defined in the Merger Agreement as any direct or
indirect acquisition of all or a substantial part of the business and
properties of Vysis or any of Vysis' subsidiaries or any capital stock of
Vysis or any of Vysis' subsidiaries, whether by merger, tender offer,
exchange offer, sale of assets or similar transactions involving Vysis or
any Vysis' subsidiary, division or operating or principal business unit of
Vysis); (b) provide information with respect to Vysis or any Vysis'
Subsidiary to anyone, other than Abbott, relating to a possible Alternative
Acquisition by anyone, other than Abbott; or (c) enter into any agreement
with respect to any proposal for an Alternative Acquisition.
Notwithstanding the foregoing, prior to the acceptance for payment of Vysis
Common Stock pursuant to the Offer, ATC may advise the board of directors
of Vysis of receipt by it (or any Stockholder Representative) of any
unsolicited proposal for an Alternative Acquisition or any inquiry
indicating that anyone is considering making or wishes to make a proposal
for an Alternative Acquisition. It should be noted that the term
"Stockholder Representative" does not include Vysis, any Vysis' Subsidiary
or any representative of Vysis;
ATC will promptly, and not later than within 2 business days, will advise
Abbott of receipt by it (or any Stockholder Representative) of any proposal
for an Alternative Acquisition or any inquiry indicating that anyone is
considering making or wishes to make a proposal for an Alternative
Acquisition, identifying such person, and the financial and other material
terms and conditions of any proposal for an Alternative Acquisition or
potential proposal for an Alternative Acquisition; and
ATC and BP cease and cause to be terminated all existing discussion or
negotiations conducted by them or at their behest with respect to any
Alternative Acquisition, and that BP will promptly direct UBS Warburg LLC
to cease and cause to be terminated all existing discussions or
negotiations conducted by it with respect to any Alternative Acquisition on
behalf of BP or its affiliates.
Pursuant to the Stockholder Agreement, Abbott and Rainbow, among other
things, have agreed that without the prior written consent of ATC, Rainbow will
not (a) reduce the number of shares of Vysis Common Stock subject to the Offer,
(b) reduce the price it agreed to pay for the shares of Vysis Common Stock
tendered pursuant to the Offer, (c) add to the conditions set forth in Exhibit A
of the Merger Agreement or modify such conditions in a manner adverse to ATC,
(d) extend the Offer other than as provided in the Stockholder Agreement, (e)
change the form of consideration payable in the Offer, or (f) make any other
change or modification in any of the terms of the Offer in any manner that is
adverse to ATC.
The Stockholder Agreement, other than certain provisions contained herein,
will terminate upon the earlier of: (a) the date upon which the Offer is
terminated without the purchase of shares of Vysis Common Stock; (b) the
termination of the Merger Agreement; or (c) the effective time of the Merger.
In addition to the above, the Stockholder Agreement also contains other
covenants, terms and conditions, as well as certain customary representations
and warranties of the parties. The above description of the Stockholder
Agreement is qualified in its entirety by reference to the Stockholder
Agreement, a copy of which is filed as Exhibit 3 to this Amendment No. 3 and is
specifically incorporated herein by reference in response to this Item 4.
Except as set forth above, ATC and BP do not have any plans or proposals
that relate to or would result in any of the actions specified in clauses (a) -
(j) of Item 4 in Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended to include the following:
See "Item 4. Purpose of Transaction" for a description of the Stockholder
Agreement which is qualified in its entirety by reference to the Stockholder
Agreement and is specifically incorporated herein by reference in answer to this
Item 5.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer.
Item 6 is amended to include the following:
See "Item 4. Purpose of Transaction" for a description of the Stockholder
Agreement which is qualified in its entirety by reference to the Stockholder
Agreement and is specifically incorporated herein by reference in answer to this
Item 6.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended to include the following:
Exhibit 2 Joint Filing agreement, dated October 25, 2001.
Exhibit 3 Stockholder Agreement, dated as of October 24, 2001, by and among
Abbott Laboratories, Rainbow Acquisition Corp., Amoco Technology Company and BP
America Inc.
SIGNATURE
After reasonable 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: October 25, 2001
BP p.l.c.
By: /s/ Lesley Stockwell
------------------------
Name: L. J. Stockwell
Title: Assistant Company Secretary
BP America Inc.
By: /s/ D. B. Pinkert
------------------------
Name: D. B. Pinkert
Title: Corporate Secretary
BP Corporation North America Inc.
By: /s/ D. B. Pinkert
------------------------
Name: D. B. Pinkert
Title: Corporate Secretary
Amoco Technology Company
By: /s/ D. B. Pinkert
------------------------
Name: D. B. Pinkert
Title: Vice President
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
BP p.l.c.
The name, citizenship, present principal occupation or employment, and the
name of any corporation or other organization in which such employment is
conducted, or each of the directors and executive officers as October 24, 2001
of BP p.l.c. ("BP") is set forth below. Except as set forth below, each of the
directors and executive officers is a citizen of the United Kingdom. The
business address of each director and officer is BP p.l.c., Britannic House, 1
Finsbury Circus, London EC2M 7BA, England. Unless otherwise indicated, each
occupation set forth opposite an executive officer's name refers to employment
with BP.
NAME PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT
--------------------------------------------------------------------------------
Directors (Executive Officer positions noted,
where applicable)
--------------------------------------------------------------------------------
P. D. Sutherland Non-executive Chairman, Chairman and Managing
(Ireland) Director of Goldman Sachs International
Sir Ian Prosser Non-executive Deputy Chairman, Chairman of Six
Continents PLC
The Lord Browne of Madingley Executive Director and Group Chief Executive
Dr. J.G.S. Buchanan Executive Director and Chief Financial Officer
(British and New Zealand)
R. F. Chase Executive Director and Deputy Group Chief
Executive
W. D. Ford Executive Director, Refining and Marketing
Dr. B.E. Grote Executive Director, Chemicals
R. L. Olver Executive Director, Exploration and Production
J. H. Bryan Non-executive Director, Chairman of Sara Lee
(United States) Corporation
E. B. Davis, Jr. Non-executive Director, President and Chief
(United States) Executive Officer of Alliant Energy
C. F. Knight Non-executive Director, Chairman of Emerson
(United States) Electric
F. A. Maljers Non-executive Director, Chairman of the
(Netherlands) Supervisory Boards of the Amsterdam
Concertgebouw N.V., KLM Royal Dutch Airlines and
Rotterdam School of Management, Erasmus
University
Dr. W. E. Massey Non-executive Director, President of Morehouse
(United States) College
H. M. P. Miles Non-executive Director, Chairman of Johnson
Matthey
Sir Robin Nicholson Non-executive Director, retired Chairman of
Pilkington Optronics
M. H. Wilson Non-executive Director, President and Chief
(Canada) Executive Officer of RT Capital Management
Sir. R. Wilson Non-executive Director, Chairman
of Rio Tinto plc
Executive Officers
J. C. Hanratty Company Secretary
(New Zealand)
G. R. Bradley Assistant Secretary
L. J. Stockwell Assistant Secretary
Index To Exhibits
Exhibit No. Exhibit
2 Joint Filing agreement, dated October 25, 2001
3 Stockholder Agreement, dated as of October 24, 2001, by and
among Abbott Laboratories, Rainbow Acquisition Corp., Amoco
Technology Company and BP America Inc.