ABBOTT LABORATORIES — Major Shareholding Notification 2009

Feb 25, 2009

SC 13D/A 1 a09-6322_1sc13da.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A (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. 1)*

*Advanced Medical Optics, Inc.*

(Name of Issuer)

*Common Stock, par value $0.01 per share*

*Associated Preferred Stock Purchase Rights*

(Title of Class of Securities)

*00763M108*

(CUSIP Number)

*Laura J. Schumacher*

*Executive Vice President, General Counsel and Secretary*

*Abbott Laboratories*

*100 Abbott Park Road*

*Abbott Park, Illinois 60064*

*(847) 937-6100*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*February 25, 2009*

(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 which 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 o .

*Note.* Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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CUSIP No. 00763M108 — 1	Names of Reporting Persons Abbott Laboratories
2	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds (See
Instructions) WC, AF
5	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e) o
6	Citizenship or Place of Organization Illinois
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 0 shares
	8	Shared Voting Power 58,846,214 shares
	9	Sole Dispositive Power 0 shares
	10	Shared Dispositive Power 58,846,214 shares
11	Aggregate Amount
Beneficially Owned by Each Reporting Person 58,846,214 shares
12	Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
13	Percent of Class Represented
by Amount in Row (11) 93.5%
14	Type of Reporting Person
(See Instructions) CO

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CUSIP No. 00763M108 — 1	Names of Reporting Persons Rainforest Acquisition Inc.
2	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Source of Funds (See
Instructions) AF
5	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e) o
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 0 shares
	8	Shared Voting Power 58,846,214 shares
	9	Sole Dispositive Power 0 shares
	10	Shared Dispositive Power 58,846,214 shares
11	Aggregate Amount
Beneficially Owned by Each Reporting Person 58,846,214 shares
12	Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
13	Percent of Class
Represented by Amount in Row (11) 93.5%
14	Type of Reporting Person
(See Instructions) CO

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| This Amendment No. 1
(“Amendment No. 1”) amends and supplements the statement on Schedule 13D (the
“Schedule 13D”) filed on January 21, 2009 by Abbott Laboratories, an Illinois
corporation (“Abbott”), and Rainforest Acquisition Inc., a Delaware
corporation and a wholly-owned subsidiary of Abbott (the “Purchaser”), in
connection with the offer by the Purchaser to purchase all of the outstanding
shares of common stock, par value $0.01 per share (the “AMO Common Stock”),
and the associated preferred stock purchase rights issued in connection with
the Rights Agreement, dated June 24, 2002, by and between Advanced Medical
Optics, Inc., a Delaware corporation (“AMO”), and Mellon Investor Services,
LLC (together with the AMO Common Stock, the “Shares”), of AMO, at a price of
$22.00 per Share, net to the seller in cash, without interest and subject to
any required withholding taxes, upon the terms and subject to the conditions
set forth in the offer to purchase, dated January 27, 2009 (as it may be
amended or supplemented, the “Offer to Purchase”), and the related letter of
transmittal (as it may be amended or supplemented, the “Letter of
Transmittal,” and together with the Offer to Purchase, the “Offer”). Unless otherwise indicated, all capitalized
terms used but not defined in this Amendment No. 1 have the meanings set
forth in the Schedule 13D. Except as
specifically provided herein, this Amendment No. 1 does not modify any of the
information reported on the Schedule 13D. | |
| --- | --- |
| Item 5. | Interest in Securities of the Issuer |
| (a) — (b) The Offer expired at 12:00 midnight, New
York City time, on Tuesday, February 24, 2009. The Offer was not extended. Computershare
Trust Company, N.A., the depositary for the Offer, has advised Abbott that a
total of approximately 56,395,914 Shares were validly tendered and not
withdrawn (including approximately 6,657,258 Shares subject to guaranteed
delivery procedures). These Shares,
together with the 2,450,300 Shares beneficially owned by Abbott and its
wholly-owned subsidiaries, represent approximately 93.5% of AMO’s outstanding
Shares. The Purchaser has accepted for
payment all Shares that were validly tendered in the Offer. (c) Except as described herein, no transactions
in AMO Shares were effected by Abbott or the Purchaser or, to the knowledge
of Abbott or the Purchaser, any of their respective executive officers and
directors, during the 60 days prior to the date hereof. (d) — (e) Not applicable. | |

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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.

By:	/s/ William J. Chase
	William
J. Chase
	Vice
President and Treasurer
Rainforest Acquisition Inc.
By:	/s/ William J. Chase
	William
J. Chase
	Vice
President and Treasurer
Dated: February 25, 2009

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