SC TO-T/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)

ADVANCED NEUROMODULATION SYSTEMS, INC.
(Name of Subject Company (Issuer))

APOLLO MERGER CORP.
a wholly-owned subsidiary of
ST. JUDE MEDICAL, INC.
(Name of Filing Persons (Offerors))

COMMON STOCK, $0.05 PAR VALUE PER SHARE
(Title of Class of Securities)

00757T101
(CUSIP Number of Class of Securities)

KEVIN T. O'MALLEY
ST. JUDE MEDICAL, INC.
GENERAL COUNSEL
ONE LILLEHEI PLAZA
ST. PAUL, MINNESOTA 55117
(651) 483-2000
(Name, address, and telephone number of person
authorized to receive notices and communications on behalf of filing persons)

With Copies to:
JOSEPH BARBEAU
GIBSON, DUNN & CRUTCHER LLP
1881 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1125
(213) 229-7000
and
JAMES J. MOLONEY
GIBSON, DUNN & CRUTCHER LLP
4 PARK PLAZA
IRVINE, CALIFORNIA 92614-8557
(949) 451-3800

        Check the appropriate boxes to designate any transactions to which this statement relates:

ý  third party tender offer subject to Rule 14d-l

o  issuer tender offer subject to Rule 13e-4

o  going-private transaction subject to Rule 13e-3

o  amendment to Schedule 13D under Rule 13d-2

        Check the following box if the filing is a final amendment reporting the results of the tender offer. o

Amendment No. 2 to Schedule TO

        This Amendment No. 2 (this "Amendment") further amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on October 18, 2005, as amended on October 19, 2005 (the "Schedule TO"), relating to the third-party tender offer by Apollo Merger Corp., a Texas corporation (the "Purchaser") and a wholly-owned subsidiary of St. Jude Medical, Inc., a Minnesota corporation ("Parent"), to purchase all of the issued and outstanding shares of common stock of Advanced Neuromodulation Systems, Inc., a Texas corporation (the "Company"), par value $0.05 per share (together with the associated rights issued pursuant to the Rights Agreement dated August 30, 1996 between Quest Medical, Inc. and KeyCorp Shareholder Services, Inc., as rights agent, as amended by the Amendment to Rights Agreement dated January 25, 2002 between the Company and Computershare Investor Services LLC and Amendment No. 2 to Rights Agreement dated October 14, 2005 between the Company and Computershare Investor Services LLC (as so amended, the "Rights Plan")) (the "Shares"), at a purchase price of $61.25 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 18, 2005 (the "Offer to Purchase") and in the related Letter of Transmittal (the "Letter of Transmittal"), copies of which were filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). This Amendment is being filed on behalf of Purchaser and Parent. Capitalized terms used and not defined in this Amendment have the meanings specified in the Offer to Purchase or the Schedule TO.

        The information in the Offer, including all schedules and annexes thereto, which were previously filed with the Schedule TO, is hereby expressly incorporated herein by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided herein.

        The Offer to Purchase is hereby amended and supplemented as follows:

        The third bullet on page 1 of the Offer to Purchase is hereby amended and restated as follows:

•

there being validly tendered and not properly withdrawn a majority of the total outstanding Shares on a "fully-diluted basis" (as defined in the "Introduction") as of the date Shares are accepted for payment pursuant to the Offer (the "Acceptance Date"), and which we refer to in this offer to purchase as the "Minimum Condition;" and

        The first sentence of the first paragraph of Section 5 on page 17 of the Offer to Purchase is hereby amended by deleting the word "generally." Additionally, the first sentence of the first paragraph of Section 5 on page 18 of the Offer to Purchase is hereby amended by deleting the word "general."

        The last paragraph of Section 15 on page 45 of the Offer to Purchase is hereby amended and supplemented by adding the following sentence to the end of such paragraph: "Notwithstanding anything herein to the contrary, all conditions to the Offer will be deemed satisfied or waived on or before the Expiration Date."

        The Letter of Transmittal is hereby amended and supplemented as follows:

        The first sentence of the fourth paragraph on page 4 of the Letter of Transmittal is hereby amended by deleting the word "understand."

Item 12.    Exhibits

(a)(5)(D)    Press Release issued by Parent on November 4, 2005.

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Signature

        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.

	Apollo Merger Corp.
	By:	/s/  KEVIN T. O'MALLEY Name: Kevin T. O'Malley Title: Vice President and Secretary
	St. Jude Medical, Inc.
	By:	/s/  KEVIN T. O'MALLEY Name: Kevin T. O'Malley Title: Vice President and General Counsel
Dated: November 4, 2005

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EXHIBIT INDEX

Exhibit Number	Description
(a)(1)(A)	Offer to Purchase, dated October 18, 2005.*
(a)(1)(B)	Form of Letter of Transmittal.*
(a)(1)(C)	Form of Notice of Guaranteed Delivery.*
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.*
(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.*
(a)(1)(F)	Summary Advertisement as published in The Wall Street Journal on October 18, 2005.*
(a)(1)(G)	Transcript of Earnings Release Conference Call on October 17, 2005.*
(a)(5)(A)	Joint Press Release issued on October 16, 2005 (incorporated by reference from Exhibit 99.1 of the Parent's Current Report on Form 8-K filed on October 17, 2005).*
(a)(5)(B)	Press Release issued by Parent on October 17, 2005 (incorporated by reference from Exhibit 99.1 of the Parent's Current Report on Form 8-K filed on October 17, 2005).*
(a)(5)(C)	Press Release issued by Parent on October 18, 2005.*
(a)(5)(D)	Press Release issued by Parent on November 4, 2005.†
(d)(1)	Agreement and Plan of Merger, dated as of October 15, 2005, by and among St. Jude Medical, Inc., Apollo Merger Corp. and Advanced Neuromodulation Systems, Inc.*
(d)(2)	Confidentiality Agreement, dated as of July 28, 2005, by and between Advanced Neuromodulation Systems, Inc. and St. Jude Medical, Inc.*

*

Previously filed.

†

Filed herewith.

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Amendment No. 2 to Schedule TO
Signature
EXHIBIT INDEX

EX-99.(A)(5)(D)

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Exhibit (a)(5)(D)

			St. Jude Medical One Lillehei Plaza St. Paul, Minnesota 55117 (651) 483.2000 www.sjm.com
Contacts	Laura Merriam Investor Relations (651) 766-3029	Angela Craig Media Relations (651) 481-7789

St. Jude Medical Obtains HSR Clearance To Acquire
Advanced Neuromodulation Systems

ST. PAUL, MN, November 4, 2005—St. Jude Medical, Inc. (NYSE:STJ) announced today that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to St. Jude Medical's acquisition of Advanced Neuromodulation Systems, Inc. (NASDAQ:ANSI) has expired.

On October 18, 2005, St. Jude Medical commenced an all-cash tender offer for all of the outstanding shares of ANS common stock for $61.25 per ANS share. The tender offer is being made pursuant to the definitive merger agreement unanimously approved by the Boards of Directors of both companies and announced on October 16, 2005. The ANS Board of Directors has unanimously recommended that ANS shareholders tender their shares into the offer.

The tender offer will expire at 12:00 midnight Eastern Time, on Tuesday, November 15, 2005, unless extended. Following successful completion of the tender offer, holders of any remaining outstanding shares of ANS will be entitled to receive cash of $61.25 per share of ANS common stock upon closing of the acquisition.

As previously announced, the transaction is subject to customary closing conditions and regulatory approvals, as well as the valid tender of a majority of the outstanding shares of ANS common stock, on a fully-diluted basis. St. Jude Medical expects the transaction to close by the end of the year.

The complete terms and conditions of the tender offer are set forth in the Offer to Purchase and certain additional information is set forth in the Solicitation/Recommendation Statement of ANS, copies of which are available by contacting MacKenzie Partners, Inc. (800) 322-2885-toll free or (212) 929-5500-collect, the Information Agent for the tender offer. The Dealer Manager for the tender offer is Banc of America Securities LLC.

About St. Jude Medical
St. Jude Medical, Inc. (www.sjm.com) is dedicated to the design, manufacture and distribution of innovative medical devices of the highest quality, offering physicians, patients and payers outstanding clinical performance and demonstrated economic value.

About ANS
ANS (www.ANS-medical.com) designs, develops, manufacturers and markets implantable systems used to manage chronic intractable pain and other disorders of the central nervous system.

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Forward-Looking Statements
Any statements made regarding the proposed transaction between St. Jude Medical, Inc. and Advanced Neuromodulation Systems, Inc., the expected timetable for completing the transaction, successful integration of the business, benefits of the transaction, potential clinical success, regulatory approvals, anticipated future product launches, revenues, earnings, expected repayment of debt, market shares, market growth, market segment growth, new indications, and any other statements regarding St. Jude Medical's or ANS's future expectations, beliefs, goals or prospects are forward-looking statements which are subject to risks and uncertainties, such as those described under or incorporated by reference in Item 8.01 of St. Jude Medical's current Report on Form 8-K filed on October 17, 2005, and in Item 8.01 of ANS's Current Report on Form 8-K filed on October 17, 2005, and in the Outlook and Uncertainties section in ANS's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (see page 26), and ANS's Annual Report on Form 10-K for the year ended December 31, 2004 (see page 26). Actual results may differ materially from anticipated results.

Additional Information
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of ANS. St. Jude Medical has filed a tender offer statement with the Securities and Exchange Commission (SEC) and ANS has filed a solicitation/recommendation statement with respect to the offer. ANS shareholders are advised to read the tender offer statement regarding the acquisition of ANS referenced in this news release, and the related solicitation/recommendation statement. The tender offer statement and the solicitation/recommendation statement contain important information that should be read carefully before any decision is made with respect the offer. These documents are available at no charge on the SEC's web site at www.sec.gov. Shareholders may also obtain copies of these documents without charge by requesting them from MacKenzie Partners, Inc., (800) 322-2885 -toll free or (212) 929-5500- collect, the Information Agent for the tender offer.

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St. Jude Medical Obtains HSR Clearance To Acquire Advanced Neuromodulation Systems

CORRESP

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[LETTERHEAD OF ST. JUDE MEDICAL, INC.]

November 4, 2005

VIA EDGAR AND FACSIMILE (202) 772-9203

Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, NW Washington, DC 20549-0406
Attn:	Jeffrey B. Werbitt, Esq. Attorney-Advisor Office of Mergers and Acquisitions
	Re:	Advanced Neuromodulation Systems, Inc. Schedule TO-T filed by Apollo Merger Corp. and St. Jude Medical, Inc. Filed on October 18, 2005 File No. 005-33902

Dear Mr. Werbitt:

        On behalf of St. Jude Medical, Inc. ("Parent") and Apollo Merger Corp. ("Purchaser"), I am responding to your comment letter dated November 1, 2005 with respect to the above-referenced filing. Set forth below are your comments, which have been numbered to correspond to the numbering of your comments contained in the comment letter. For your convenience in reviewing the responses, each comment has been set forth immediately prior to the response.

Schedule TO

Offer to Purchase for Cash

5.

U.S. Federal Income Tax Consequences, page 17

1.

You state that this disclosure is intended as a "general summary" only and is a summary of the consequences that are "generally applicable." You must disclose all material tax consequences of the transaction. Revise the summary accordingly, including a description of any potential additional tax consequences.

We acknowledge your comment and have revised the Offer to Purchase in accordance with Comment 1.

Page  1

15.

Certain Conditions to the Offer, page 44

2.

We note your reference to an "Acceptance Date." However, it does not appear that this term is defined within the Offer to Purchase or in the Agreement and Plan of Merger. Please revise to define this term. For example, if this term means the expiration date, please disclose. In this regard, all conditions of the offer, other than those relating to necessary governmental approvals, must be satisfied or waived prior to expiration of the offer and not acceptance of the securities.

We acknowledge your comment and respectfully direct your attention to Section 8.2(e) of the Agreement and Plan of Merger, which defines the term "Acceptance Date" as the first date on which Parent or Sub accepts for payment Shares validly tendered and not validly withdrawn pursuant to the Offer. We also respectfully direct your attention to the last sentence in the first paragraph of Section 11 on page 26 of the Offer to Purchase, which states that capitalized terms used but not otherwise defined in the Offer to Purchase shall have the respective meanings set forth in the Agreement and Plan of Merger. To clarify the definition, we have amended the disclosure in the Offer to Purchase to include the defined term therein. Furthermore, to allay any concerns you may have regarding this term, we have amended the Offer to Purchase to explicitly state that all conditions to the Offer, other than those relating to necessary governmental approvals, will be deemed satisfied or waived on or before the expiration date.

Letter of Transmittal

3.

We note your request that the security holder acknowledge that they "understand" certain terms the offer. It is not appropriate to require security holders to attest to the fact that they "understand" the terms of the offer as such language may effectively operate as a waiver of liability. Please delete this and other similar language throughout these materials. To the extent that you have already circulated the Letter of Transmittal to security holders, please confirm that you will not utilize the referenced language set forth in this form as a waiver of liability against security holders.

We acknowledge your comment. We have revised the Letter of Transmittal in accordance with Comment 3 and confirm that we will not utilize the referenced language as a waiver of liability against security holders.

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Closing Comments

        On behalf of Purchaser, I hereby acknowledge that:

•

Purchaser is responsible for the adequacy and accuracy of the disclosure in the filings;



•

staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filings; and



•

the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

        If you have any questions regarding the information provided in this letter, please feel free to contact me at (651) 490-4312.

Very truly yours,

/s/ Kevin T. O'Malley

Kevin T. O'Malley
Vice President and General Counsel

cc:

Joseph Barbeau, Esq., Gibson, Dunn & Crutcher LLP
James J. Moloney, Esq., Gibson, Dunn & Crutcher LLP

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Closing Comments