ABBOTT LABORATORIES — M&A Activity 1996

Apr 4, 1996

• -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- SCHEDULE 14D-1 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 (Bidder) 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 (847) 937-6100 with a copy to: Robert A. Helman Mayer, Brown & Platt 190 South LaSalle Street Chicago, Illinois 60603 (312) 782-0600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee - -------------------------------------------------------------------------------- $876,015,000 $175,203 - -------------------------------------------------------------------------------- * For purposes of calculating the filing fee only. This amount assumes the purchase of 19,467,000 shares of Common Stock and Class B Common Stock (together, the "Shares") of the subject company at $45.00 in cash per Share. / / Check 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: Not Applicable. Form or Registration Number: Not Applicable. Filing Party: Not Applicable. Date Filed: Not Applicable. Page 1 of 6 Pages Exhibit Index is located on Page 4 CUSIP No.: 584960108 14D-1 Page 2 of 6 Pages 1. Name of Reporting Person: AAC Acquisition, Inc. S.S. or I.R.S. Identification Nos. of Above Person: None. Name of Reporting Person: Abbott Laboratories S.S. or I.R.S. Identification Nos. 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: 0 Shares - -------------------------------------------------------------------------------- 8. Check if the Aggregate in Row (7) Excludes Certain Shares: / / - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7): 0.0% - -------------------------------------------------------------------------------- 10. Type of Reporting Person: CO (AAC Acquisition, Inc.) CO (Abbott Laboratories) - -------------------------------------------------------------------------------- 2 ITEM 1. SECURITY AND SUBJECT COMPANY. (a) The name of the subject company is MediSense, Inc., a Massachusetts corporation (the "Company"), which has its principal executive offices at 266 Second Avenue, Waltham, Massachusetts 02154. Capitalized terms used in this Schedule 14D-1 and not defined herein shall have the meanings set forth in the Offer to Purchase dated April 4, 1996 (the "Offer to Purchase") attached hereto as Exhibit (a)(1). (b) The information set forth in the "Introduction" of the Offer to Purchase is incorporated herein by reference. (c) The information set forth in "The Tender Offer - 6. Price Range of the Shares" of the Offer to Purchase is incorporated herein by reference. ITEM 2. IDENTITY AND BACKGROUND. (a)-(d) and (g) The information set forth in "Introduction" and "The Tender Offer - 8. Certain Information Concerning the Purchaser and Parent" of the Offer to Purchase is incorporated herein by reference. (e) and (f) During the last five years, neither Abbott Laboratories, an Illinois corporation ("Parent"), nor AAC Acquisition, Inc., a Massachusetts corporation and wholly owned subsidiary of Parent (the "Purchaser"), nor, to the best of their knowledge, any of the individuals listed in Schedule I of the Offer to Purchase has (i) been convicted in a criminal proceeding or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. (a)-(b) The information set forth in "The Tender Offer - 8. Certain Information Concerning the Purchaser and Parent" and "The Tender Offer - 9. Background of the Merger and the Offer" of the Offer to Purchase is incorporated herein by reference. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a)-(b) The information set forth in "The Tender Offer - 11. Source and Amount of Funds" of the Offer to Purchase is incorporated herein by reference. (c) None ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. (a)-(g) The information set forth in the "Introduction," "The Tender Offer - 10. Purpose of the Offer; the Merger Agreement" and "The Tender Offer - - 12. Certain Effects of the Offer" of the Offer to Purchase is incorporated herein by reference. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a)-(b) None. 3 ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES. The information set forth in "The Tender Offer - 8. Certain Information Concerning Purchaser and Parent" and "The Tender Offer - 10. Purpose of the Offer; the Merger Agreement" of the Offer to Purchase is incorporated herein by reference. ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. The information set forth in "The Tender Offer - 16. Fees and Expenses" of the Offer to Purchase is incorporated herein by reference. ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS. The information set forth in "The Tender Offer - 8. Certain Information Concerning Purchaser and Parent" of the Offer to Purchase is incorporated herein by reference. This incorporation by reference herein of the above referenced financial information does not constitute an admission that such information is material to a decision by a stockholder of the Company whether to sell, tender or hold Shares being sought in this tender offer. ITEM 10. ADDITIONAL INFORMATION. (a) None. (b)-(d) The information set forth in "The Tender Offer - 12. Certain Effects of the Offer" and "The Tender Offer - 15. Certain Legal Matters; Regulatory Approvals" of the Offer to Purchase is incorporated herein by reference. (e) None. (f) Reference is hereby made to the Offer to Purchase and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively, and which are incorporated herein in their entirety by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) Offer to Purchase dated April 4, 1996. (a)(2) Form of Letter of Transmittal. (a)(3) Form of Letter to Clients dated April 4, 1996. (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated April 4, 1996. (a)(5) Form of Notice of Guaranteed Delivery. (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7) Form of Summary Advertisement. (a)(8) Form of Press Release. (a)(9) Form of Letter to MediSense, Inc. stockholders. (b) None. 4 (c)(1) Agreement and Plan of Merger among MediSense, Inc., Abbott Laboratories and AAC Acquisition, Inc. dated as of March 29, 1996. (c)(2) Confidentiality Agreement between MediSense, Inc. and Abbott Laboratories dated as of March 13, 1996. (d) None. (e)-(f) Not Applicable. 5 SIGNATURES 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: April 4, 1996. AAC ACQUISITION, INC. By: /s/ Gary P. Coughlan ------------------------------------ Name: Gary P. Coughlan Title: Vice President and Treasurer ABBOTT LABORATORIES By: /s/ Gary P. Coughlan ------------------------------------ Name: Gary P. Coughlan Title: Senior Vice President, Finance and Chief Financial Officer 6 EXHIBIT INDEX Sequentially Numbered Exhibit Description Page - ------- ----------- ------------ (a)(1) Offer to Purchase dated April 4, 1996 . . . . . . . . . (a)(2) Form of Letter of Transmittal . . . . . . . . . . . . . (a)(3) Form of Letter to Clients dated April 4, 1996 . . . . . (a)(4) Form of Letter to Brokers, Dealers, . . . . . . . . . . Commercial Banks, Trust Companies and Other Nominees, dated April 4, 1996. . . . . . . . (a)(5) Form of Notice of Guaranteed Delivery . . . . . . . . . (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 . . . (a)(7) Form of Summary Advertisement . . . . . . . . . . . . . (a)(8) Form of Press Release . . . . . . . . . . . . . . . . . (a)(9) Form of Letter to MediSense, Inc. stockholders. . . . . (b) None . . . . . . . . . . . . . . . . . . . . . . . . . (c)(1) Agreement and Plan of Merger among MediSense, Inc., Abbott Laboratories and AAC Acquisition, Inc. dated as of March 29, 1996 . . . . . . . . . . . . (c)(2) Confidentiality Agreement between MediSense, Inc. and Abbott Laboratories dated as of March 13, 1996 . . . . . . . . . . . . (d) None . . . . . . . . . . . . . . . . . . . . . . . . . (e)-(f) Not applicable. . . . . . . . . . . . . . . . . . . . . 7