Amendment No. 1 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OwJ3+93Q0LiS6ugG7OrXkR/NHfh55lFRIzBCxSRA1vGoCwd9QmiCJ6R2lWDuT7Ip OcYz+iwPFbbDfN6TTCsdDQ== 0001193125-05-090706.txt : 20050429 0001193125-05-090706.hdr.sgml : 20050429 20050429172207 ACCESSION NUMBER: 0001193125-05-090706 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050429 DATE AS OF CHANGE: 20050429 GROUP MEMBERS: MI MERGER GROUP MEMBERS: SIEMENS MEDICAL SOLUTIONS USA, INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CTI MOLECULAR IMAGING INC CENTRAL INDEX KEY: 0001129552 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 621377363 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78621 FILM NUMBER: 05787421 BUSINESS ADDRESS: STREET 1: 810 INNOVATION DRIVE CITY: KNOXVILLE STATE: TN ZIP: 37932 BUSINESS PHONE: 8652182000 FORMER COMPANY: FORMER CONFORMED NAME: CTI INC /TN DATE OF NAME CHANGE: 20001206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIEMENS AKTIENGESELLSCHAFT CENTRAL INDEX KEY: 0001135644 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 STATE OF INCORPORATION: I9 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: WITTELSBACHERPLATZ 2 D-80333 MUNICH STREET 2: FEDERAL REPUBLIC OF GERMANY CITY: GERMANY STATE: I9 ZIP: 00000 BUSINESS PHONE: 4908963634840 MAIL ADDRESS: STREET 1: WITTELSBACHERPLATZ 2 STREET 2: FEDERAL REPUBLIC OF GERMANY CITY: MUNICH STATE: I9 ZIP: 80333 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D Amendment No. 1 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

SCHEDULE 13D

Under the Securities Exchange Act of 1934

CTI Molecular Imaging, Inc.

(Name of Issuer)

Common Stock, par value, $0.01 per share

(Title of Class of Securities)

22943D105

(CUSIP Number)

Kenneth R. Meyers, Esq.

Siemens Corporation

153 East 53rd Street

New York, NY 10022

(212) 258-4797

(Name, address and telephone number of person authorized to receive notices and communications)

Copy to:

Stephen M. Besen, Esq.

Shearman & Sterling LLP

559 Lexington Ave

New York, NY 10022

(212) 848-8902

April 29, 2005

(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See

§ 240.13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall 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 provided 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).

SCHEDULE 13D

CUSIP No. 22943D105


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). MI Merger Co.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

44,858,986

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

44,858,986


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,858,986
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.4%
14	TYPE OF REPORTING PERSON (See Instructions) CO

Page 2 of 9 Pages

SCHEDULE 13D

CUSIP No. 22943D105


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Siemens Medical Solutions USA, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

45,753,892

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

45,753,892


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,753,892
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 94.2%
14	TYPE OF REPORTING PERSON (See Instructions) CO

Page 3 of 9 Pages

SCHEDULE 13D

CUSIP No. 22943D105


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Siemens Aktiengesellschaft
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

45,753,892

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

45,753,892


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,753,892
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 94.2%
14	TYPE OF REPORTING PERSON (See Instructions) CO

Page 4 of 9 Pages

This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D (as amended and supplemented, the “Statement”) originally filed on March 28, 2005, by MI Merger Co., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Siemens Medical Solutions USA, Inc., a Delaware corporation (“Parent”) and an indirect wholly owned subsidiary of Siemens Aktiengesellschaft, a corporation organized under the laws of the Federal Republic of Germany (“Siemens AG”), in connection with the offer by Purchaser to purchase all the common stock, par value $0.01 per share, including the associated preferred stock purchase rights (together, the “Shares”) of CTI Molecular Imaging, Inc., a Delaware corporation (the “Issuer” or the “Company”) pursuant to the Purchaser’s Offer to Purchase (the “Offer to Purchase”). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Statement.

Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Statement.

Item 5. Interest in Securities of the Issuer

Item 5 is amended and supplemented to include the following:

(a)-(b) At 12:00 midnight, New York City time, on Thursday, April 28, 2005, the Offer expired. Based on information provided by the Depositary, as of such time, 39,088,810 Shares were tendered pursuant to the Offer, representing approximately 80% of the outstanding Shares based upon 48,557,021 outstanding Shares as reported to Purchaser by the Company on April 28, 2005. In addition, 5,770,176 shares, representing approximately 12% of the outstanding Shares, were tendered subject to guaranteed delivery. All Shares validly tendered and not withdrawn prior to the expiration of the Offer were accepted for payment in accordance with the terms of the Offer. The aggregate number of Shares tendered is 44,858,986, which is the number of Shares beneficially owned by Purchaser, and constitutes approximately 92.4% of the outstanding Shares. Such Shares, together with the Shares already beneficially owned by Parent and Siemens AG number 45,753,892, which is the number of Shares beneficially owned by Parent and Siemens AG, and constitutes approximately 94.2% of the outstanding Shares.

(c)-(d) Except as described herein, neither the Reporting Persons nor, to the best of its knowledge, any of the executive officers or directors of the Reporting Persons, has acquired or disposed of any Shares during the past 60 days. Furthermore, the Reporting Persons do not know of any other person with the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Statement.


Exhibit No.		Description
1.		Joint Filing Agreement, dated March 28, 2005, among Siemens Aktiengesellschaft, Siemens Medical Solutions USA, Inc. and MI Merger Co.

Page 5 of 9 Pages

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:


April 29, 2005		SIEMENS AKTIENGESELLSCHAFT

		/s/ Robert Kirschbaum
		Signature

		Robert Kirschbaum/Syndikus
		Name/Title

		SIEMENS MEDICAL SOLUTIONS USA, INC.

		/s/ Dr. James Ruger
		Signature

		Dr. James Ruger/Secretary
		Name/Title

		MI MERGER CO.

		/s/ Kenneth R. Meyers
		Signature

		Kenneth R. Meyers/Secretary
		Name/Title

Page 6 of 9 Pages

EXHIBIT INDEX


Exhibit No.		Description
1.		Joint Filing Agreement, dated April 29, 2005, among Siemens Aktiengesellschaft, Siemens Medical Solutions USA, Inc. and MI Merger Co.

Page 7 of 9 Pages

EX-1 2 dex1.htm JOINT FILING AMENDMENT, DATED APRIL 29, 2005, AMONG SIEMENS, ET AL Joint Filing Amendment, dated April 29, 2005, among Siemens, et al

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13D, dated March 28, 2005, with respect to the shares of common stock, par value $0.01 per share, and the associated preferred stock purchase rights CTI Molecular Imaging, Inc. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 28^th day of March, 2005.

SIEMENS AKTIENGESELLSCHAFT

/s/ Robert Kirschbaum

Signature

Robert Kirschbaum/Syndikus

Name/Title

SIEMENS MEDICAL SOLUTIONS USA, INC.

/s/ Dr. James Ruger

Signature

Dr. James Ruger/Secretary

Name/Title

Page 8 of 9 Pages

MI MERGER CO.

/s/ Kenneth R. Meyers

Signature

Kenneth R. Meyers/Secretary

Name/Title

Page 9 of 9 Pages

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