SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 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. 1)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(Dates of Event Which Require 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(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 "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Exchange Act by shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

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The following constitutes Amendment No. 1 (this “Amendment”) to the Schedule 13D filed on September 15, 2014 by Ron Zwanziger, Janet M. Zwanziger, Zwanziger Family 2004 Irrevocable Trust, Zwanziger Family 2012 Irrevocable Family Trust, Zwanziger Family 2009 Irrevocable Trust, Zwanziger Family Ventures LLC, The Ron Zwanziger Family Trust-1990, Ron Zwanziger 2004 Revocable Trust, David Scott, Ph.D and Jerome F. McAleer, Ph.D (the “Schedule 13D”).

 

The information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated and/or supplemented by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Schedule 13D.

 

Item 4.                                                         Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby supplemented with the following additional information.

 

On September 15, 2014, Ron Zwanziger delivered a letter, on behalf of the Former Officers, to Gregg J. Powers, the Chairman of the Board of Directors of the Issuer, relating to the Proposed Transaction (the “Initial Letter”). A copy of the Initial Letter is filed as Exhibit 2 to this Amendment. On September 15, 2014, the Issuer issued a press release, which was filed with on the U.S. Securities and Exchange Commission’s EDGAR system as an Exhibit to a Form 8-K, in response to the Initial Letter (the “Press Release”). In the Press Release, the Issuer indicated that the Initial Letter did not identify the sources of any proposed financing related to the Proposed Transaction nor did it indicate whether any potential financing sources were highly confident that financing necessary to complete the Proposed Transaction would be available. The Issuer also stated in the Press Release that its Board of Directors would give appropriate consideration to any bona fide proposals that would maximize shareholder value but also noted that Mr. Zwanziger indicated that Proposed Transaction would be contingent on the completion of a month of due diligence although the Former Officers had led the Issuer through June 2014.

 

On September 17, 2014, Mr. Zwanziger sent an email to Mr. Powers responding to the Press Release (the “Second Letter”). In the Second Letter, Mr. Zwanziger proposed a meeting with Mr. Powers, to discuss among other things, the proposed due diligence period. Mr. Zwanziger also noted that representatives from a preeminent private equity firm and a preeminent investment bank would accompany him to the meeting to discuss equity and debt financing related to the Proposed Transaction and to assure Mr. Powers that the proposal for the Proposed Transaction is and will be bona fide. A copy of the Second Letter is filed as Exhibit 3 to this Amendment.

 

The foregoing descriptions of the Initial Letter and the Second Letter are qualified in their entirety by reference to Exhibit 2 and Exhibit 3 to this Amendment.

 

On September 17, 2014, Mr. Powers responded by letter to Mr. Zwanziger declining the proposed meeting. He also indicated that the Issuer would not be providing any due diligence opportunity to the Former Officers (the “Alere Letter”). Mr. Powers also stated in the Alere Letter that the Board of Directors of the Issuer would appropriately consider any proposal it believes to be bona fide and would maximize shareholder value.

 

Item 5.                                                         Interest in Securities of the Issuer.

 

Item 5(c) of the Schedule 13D is hereby amended and restated as follows:

 

(c)

 

During the past sixty (60) days Family Ventures sold in the open market an aggregate of 340,000 shares of the Issuer’s common stock in the following manner: (i) 190,000 shares at a weighted average price of $35.81 per share at prices ranging from $35.75 to $36.00 per share on August 6, 2014; (ii) 21,838 shares at $35.25 per share on August 15, 2014; (iii) 6,486 shares at $35.25 per share on August 25, 2014; (iv) 43,514 shares at $35.25 per share on August 26, 2014; (v) 50,000 shares at $35.25 per share on August 27, 2014; and (vi) 28,162 shares at a weighted average price of $35.46 at prices ranging from $35.40 to $35.55 per share on August 28, 2014.

 

During the past sixty (60) days Mr. Zwanziger sold in the open market 60,000 shares of the Issuer’s common stock in the following manner: (i) 50,000 shares at a weighted average price of $35.82 per share at prices ranging from $35.75 to $36.00 per share; and (ii) 10,000 shares at $35.25 per share on August 15, 2014.

 

During the past sixty (60) days Dr. Scott sold in the open market 275,000 shares of the Issuer’s common stock in the following manner: (i) 54,583 shares at $35.02 per share on August 7, 2014; (ii) 50,000 shares at $34.47 per share on August 8, 2014; (iii) 100,000 shares at $34.61 per share on August 11, 2014; and (iv) 70,417 shares at $34.36 per share on August 12, 2014.

 

During the past sixty (60) days Dr. McAleer sold in the open market 147,436 shares of the Issuer’s common stock in the following manner: (i) 30,000 shares at $35.19 per share on August 7, 2014; (ii) 17,639 shares at $35.00 per share on August 13, 2014; (iii) 20,000 shares at $35.21 per share on August 14, 2014; (iv) 4,797 shares at $35.00 per share on August 19, 2014; (v) 25,000 shares at $35.00 per share on August 20, 2014; (vi) 25,000 shares at $35.25 per share on August 25, 2014; and (vii) 25,000 shares at $35.25 per share on August 26, 2014.

 

Item 6.                                                         Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby supplemented with the following additional information.

 

On September 15, 2014, Mr. Zwanziger delivered the Initial Letter, described in Item 4 of this Amendment, to Gregg J. Powers, Chairman of the Board of Directors of the Issuer. On September 17, 2014, Mr. Zwanziger sent the Second Letter, described in Item 4 of this Amendment, to Mr. Powers.

 

Item 7.                                                         Material to be Filed as Exhibits.

 

Exhibit No. Description

 

Exhibit No.		Description
1		Joint Filing Agreement (filed with the Schedule 13D on September 15, 2014).
2		Letter from Ron Zwanziger to the Chairman of the Board of Directors of the Issuer dated September 15, 2014.
3		Email from Ron Zwanziger to the Chairman of the Board of Directors of the Issuer dated September 17, 2014.

 

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SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: September 18, 2014	By:	/s/ Ron Zwanziger
		Ron Zwanziger
Dated: September 18, 2014	By:	/s/ Janet M. Zwanziger
		Janet M. Zwanziger
Dated: September 18, 2014	Zwanziger Family 2004 Irrevocable Trust
	By:	/s/ Orit Goldstein, Trustee
Dated: September 18, 2014	Zwanziger Family 2012 Irrevocable Family Trust
	By:	/s/ Orit Goldstein, Trustee
Dated: September 18, 2014	Zwanziger Family 2009 Irrevocable Trust
	By:	/s/ Orit Goldstein, Trustee
Dated: September 18, 2014	Zwanziger Family Ventures LLC
	By:	/s/ Ron Zwanziger
	Its:	Manager
Dated: September 18, 2014	The Ron Zwanziger Family Trust-1990
	By:	/s/ Orit Goldstein, Trustee
Dated: September 18, 2014	Ron Zwanziger 2004 Revocable Trust
	By:	/s/ Ron Zwanziger, Trustee
Dated: September 18, 2014	By:	/s/ David Scott, Ph.D.
		David Scott, Ph.D.
Dated: September 18, 2014	By:	/s/ Jerome F. McAleer, Ph.D.
		Jerome F. McAleer, Ph.D.

 

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Exhibit 99.2

 

Ron Zwanziger

148 Dartmouth Street

Newton, MA 02465

 

September 15, 2014

 

Gregg J. Powers, Chairman of the Board

Alere Inc.

51 Sawyer Road, Suite 200

Waltham, MA 02453

 

Re: Offer to Acquire Alere at $46/share

 

Dear Gregg:

 

After two months, Dave, Jerry and I have concluded that we can indeed finance an offer to acquire Alere. Having had discussions with multiple parties, our offer is $46/share, a premium of 30% over the average of the closing prices for the past month..

 

The way we will operate Alere going forward has had an excellent reception. So, we can offer the buyout price of $46/share and we may be able to raise it further when we finalize a formal fully financed offer at the end of a month of customary due diligence by us and by our equity and debt financing sources. The common theme of the financing sources is that they have followed us for a considerable period of time.

 

In our discussions with financing sources, we have used Wall Street consensus estimates and provided our view of how we would run the business going forward. We and our financing sources now need access to current data in order to provide a formal fully financed offer. From the questions we have been asked, we believe the data request will not be onerous and the material will be readily available.

 

Given the seriousness and attractiveness of this offer and the commitment you have made to shareholders to create enhanced shareholder value, we look forward to your positive response by September 21, 2014, agreeing to commence the due diligence period immediately.

 

We look forward to cooperating with you to create and deliver a very substantial increase in shareholder value through this offer.

 

Best regards,

 

 

/s/ Ron Zwanziger
Ron Zwanziger

 

Exhibit 99.3

 

From: Ron Zwanziger
Sent: Wednesday, September 17, 2014 
To: Gregg J. Powers
Via Email

 

Gregg,

 

Your public statement has indicated that the Board of Directors “would, of course, give appropriate consideration to any bona fide proposal that would maximize shareholder value”.  Therefore, further to our request for a one-month due diligence period to submit a fully financed offer to acquire Alere, subject as is always the case to customary conditions, we are ready to meet early next week to plan the month’s activity.  Our team will include both a preeminent private equity firm and a preeminent investment bank to address both the equity and debt needs of the transaction; so you can be assured our proposal is and will be bona fide.

 

Best,

Ron