SC 14D9/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2
TO
SCHEDULE 14D-9

Solicitation/Recommendation Statement under Section 14(d)(4)
of the Securities Exchange Act of 1934

ALARIS MEDICAL SYSTEMS, INC.
(Name of Subject Company)

ALARIS MEDICAL SYSTEMS, INC.
(Name of Person(s) Filing Statement)

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

011637 10 5
(CUSIP Number of Class of Securities)

David L. Schlotterbeck
President and Chief Executive Officer

ALARIS Medical Systems, Inc.
10221 Wateridge Circle
San Diego, California 92121
(858) 458-7000
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the person(s) filing statement)

with copies to:

Marjorie Sybul Adams, Esq.
Piper Rudnick LLP
1251 Avenue of the Americas
New York, New York 10020
(212) 835-6000

o   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

             ALARIS Medical Systems, Inc., a Delaware corporation (“ALARIS” or the “Company”), hereby amends and supplements its statement on Schedule 14D-9 (the “Statement”), initially filed with the Securities and Exchange Commission on May 28, 2004, as amended and supplemented to date, with respect to the tender offer by Blue Merger Corp., a Delaware corporation (“Subcorp”) and a wholly owned subsidiary of Cardinal Health, Inc., an Ohio corporation (“Cardinal Health”), to purchase all of the outstanding shares of the Common Stock, par value $0.01 per share, of the Company (“Company Common Stock”), at a purchase price of $22.35 per share (the “Offer Price”), net to seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 28, 2004 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements to the Offer to Purchase and the Letter of Transmittal, collectively, constitute the “Offer”).

Item 9. Exhibits.

The following Exhibits are filed with this Amendment No. 2 to the Statement:

Exhibit No.	Description
(a)(15)	Memo to Employees of ALARIS Medical Systems, Inc. with information on ALARIS stock, dated June 4, 2004.
(a)(16)	Notice to Participants of ALARIS Medical Systems Retirement Investment Plan dated June 1, 2004.
(a)(17)	Tender Offer Instruction Form for Participants of ALARIS Medical Systems Retirement Investment Plan.
(a)(18)	Memo to Participants of ALARIS Medical Systems Retirement Investment Plan, addressing Frequently Asked Questions.

SIGNATURE

             After due inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: June 4, 2004 ALARIS MEDICAL SYSTEMS, INC.

By: /s/ DAVID L. SCHLOTTERBECK
————————————————
David L. Schlotterbeck
President and Chief Executive Officer

EX-99.1

Exhibit (a)(15)

June 4, 2004

Information about ALARIS Stock

By the end of this week, all ALARIS employees who own ALARIS shares (outside the ALARIS 401(k) plan) should receive information relating to the tender offer, including ALARIS’ solicitation/recommendation statement. If the shares are held in your brokerage account, these materials will come from your broker.

(For U.S. Employees) If you hold ALARIS stock in the ALARIS 401(k) plan, Vanguard Fiduciary Trust Company, the plan administrator, will be sending you important information which you should receive at your home address by early next week. This information will describe the process you must follow if you want to tender the ALARIS shares you hold in the 401(k) plan in the tender offer by Blue Merger Corp., a subsidiary of Cardinal Health, Inc.

The tender offer does not include stock options. We will forward to you shortly information about the effect on your stock options of Cardinal Health's acquisition of ALARIS.

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities of ALARIS Medical Systems. Cardinal Health has filed a tender offer statement with the U.S. Securities and Exchange Commission and ALARIS has filed a solicitation/recommendation statement with respect to the Cardinal Health tender offer. Investors and ALARIS stockholders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and related tender documents) and the related solicitation/recommendation statement because they will contain important information. The offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, are available to all stockholders of ALARIS at no expense to them. These documents are also available at no charge at the SEC’s website at www.sec.gov .

The statements contained herein are being provided by management acting only in their capacity as management of the company and by the company acting only in its capacity as an employer, and not by either acting in the capacity as administrator or as a fiduciary of the 401(k) plan or any other benefit plan.  As a result, the statements contained herein are not governed by ERISA.   

EX-99.2

Exhibit (a)(16)

NOTICE TO PARTICIPANTS OF
ALARIS MEDICAL SYSTEMS RETIREMENT INVESTMENT PLAN

June 1, 2004

Dear Retirement Plan Participant:

The Tender Offer

        As you may know, Blue Merger Corp. (“Subcorp”), a wholly owned subsidiary of Cardinal Health, Inc., announced an offer to purchase all outstanding shares of ALARIS Medical Systems, Inc. (“ALARIS”) common stock for cash at a price of $22.35 per share (the “Offer”). The Offer is fully explained in the enclosed “Offer to Purchase for Cash” dated May 28, 2004. A copy of ALARIS’ Solicitation/Recommendation Statement on Schedule 14D-9 is also enclosed which sets forth, among other things, the recommendation by the ALARIS Board of Directors that ALARIS stockholders accept the Offer and tender their shares.

Your Prompt Response is Requested

        The Offer is being made for all outstanding ALARIS shares including those ALARIS shares held in the ALARIS Medical Systems Retirement Investment Plan (the “Plan”). As a participant in the Plan, if you are invested in the ALARIS Medical Systems Stock Fund (the “Stock Fund”) you are encouraged to provide directions to Vanguard Fiduciary Trust Company (“Vanguard”), the trustee of your Plan, either to tender, or not to tender, the ALARIS shares held in your separate Plan account. By instructing Vanguard to “tender” your shares, you are instructing Vanguard to surrender your ALARIS shares for cash in connection with the Offer.

        If you would like to tender your ALARIS shares, you must provide your directions to Vanguard by promptly completing and returning the enclosed Tender Offer Instruction Form (the “Instruction Form”). If you do not send timely tender instructions to Vanguard, the trustee will treat this as an instruction NOT to tender.

        In order to direct Vanguard, the enclosed Instruction Form must be received at Vanguard by 4:00 p.m. Eastern time, on Tuesday, June 22, 2004 (the “Plan Deadline”). You may return your completed, signed and dated Instruction Form to Vanguard in the enclosed envelope or by fax to Vanguard’s attention at 1-877-226-7171. In the event that Subcorp extends its expiration date for the Offer (currently 12:00 midnight, New York City time, on June 25, 2004), the Plan Deadline will automatically be extended to 4:00 p.m. Eastern time on the date that is three business days prior to the new expiration date. Any extensions of the expiration date for the Offer will be publicly announced.

Important Note About The ALARIS Medical Systems Stock Fund

        Please note, in order for Vanguard to have sufficient time to administratively prepare to respond to the Offer, the Stock Fund will be “frozen” for two business days, and transactions (e.g., exchanges) out of the Stock Fund in the Plan will not be permitted starting at 4:00 p.m. Eastern time on

Post Office Box 2900 • Valley Forge Pennsylvania 19482-2900 • (610) 669-1000

Wednesday, June 23, 2004, unless the Offer is extended or withdrawn prior to that time.     If the expiration date of the Offer is extended, the Stock Fund will be frozen starting at 4:00 p.m. Eastern time on the date that is two business days before any new expiration date.

Enclosed For Your Review

        Enclosed for your review are the following materials about the Offer:

1. the Offer to Purchase for Cash, dated May 28, 2004, which contains important details about the Offer;

2. the Solicitation/Recommendation Statement on Schedule 14D-9;

3. a Tender Offer Instruction Form; and

4. a postage-paid reply envelope.

        The enclosed information relates only to shares of ALARIS common stock held in your Plan account. If you own other shares outside of the Plan, you should receive separate mailings relating to those shares.

Please Provide Your Instructions to Vanguard

        To instruct Vanguard, please promptly complete, sign and date the enclosed Instruction Form and mail it to Vanguard in the enclosed postage-paid reply envelope. If you prefer you may fax your completed, signed, and dated Instruction Form to Vanguard’s attention at 1-877-226-7171. Whether you choose to deliver your instructions by fax or by mail, your instructions or changes thereto must be received at Vanguard by the Plan Deadline, which is 4:00 p.m. Eastern time on Tuesday, June 22, 2004.

        Please note, under the terms of your Plan, if your tender instructions are not received at Vanguard by the Plan Deadline, the trustee will NOT tender your ALARIS shares; unless required by law to do otherwise.

Your Decision is Confidential

        All instructions received by Vanguard from individual participants will be held in confidence and will not be divulged to any person, including ALARIS, Cardinal Health, Inc., Subcorp or any of their respective directors, officers, employees or affiliates.

For Additional Information

        If you have any questions about the Offer, please contact MacKenzie Partners, Inc., the information agent for the Offer, toll-free at 1-800-322-2885 or via email at proxy@mackenziepartners.com. Additionally, all tender offer materials that have been filed with the U.S. Securities and Exchange Commission are available online at www.sec.gov. If you have questions on how to provide tender instructions to Vanguard or change your instructions, please contact Vanguard Participant Services at 1-800-523-1188 Monday through Friday from 8:30 a.m. to 9 p.m., Eastern time.

Sincerely,

Vanguard Fiduciary Trust Company

EX-99.3

Exhibit (a)(17)

TENDER OFFER INSTRUCTION FORM

ALARIS MEDICAL SYSTEM RETIREMENT INVESTMENT PLAN

BEFORE COMPLETING THIS FORM, PLEASE CAREFULLY READ
THE ACCOMPANYING INFORMATION

        In response to the tender offer by Blue Merger Corp., a wholly owned subsidiary of Cardinal Health, Inc., to purchase all outstanding shares of common stock of ALARIS Medical Systems, Inc. for cash at a price of $22.35 per share, subject to the terms and conditions of the enclosed “Offer to Purchase for Cash” dated May 28, 2004 (the “Offer”), I hereby instruct Vanguard Fiduciary Trust Company (“Vanguard”) to tender or not to tender the ALARIS common stock shares allocated to my Plan account in response to the Offer as follows (PLEASE CHECK ONE BOX AND COMPLETE THE REMAINDER OF FORM – If more than one box is checked below your election may be disregarded):

o  YES.  I DIRECT VANGUARD TO TENDER A PORTION (ENTER _____________%) OF THE SHARES CREDITED TO MY PLAN ACCOUNT IN RESPONSE TO THE TENDER OFFER. If you fail to insert a percentage, your election will be treated as an election NOT to tender any of your shares.

o   YES.  I DIRECT VANGUARD TO TENDER ALL OF THE SHARES CREDITED TO MY PLAN ACCOUNT IN RESPONSE TO THE TENDER OFFER.

o   NO.  I DIRECT VANGUARD NOT TO TENDER ANY OF THE SHARES CREDITED TO MY PLAN ACCOUNT IN RESPONSE TO THE TENDER OFFER.

Tender Offer Instruction Forms not timely received by Vanguard, and those received without a box checked above or with more than one box checked will be treated as an instruction not to tender shares unless required by law to do otherwise.

You may fax your completed, signed, and dated Tender Offer Instruction Form to Vanguard’s attention at 1-877-226-7171.

THIS FORM MUST BE RECEIVED AT VANGUARD BY 4:00 P.M. EASTERN TIME, TUESDAY, JUNE 22, 2004 OR YOUR SHARES WILL NOT BE TENDERED UNLESS VANGUARD IS REQUIRED BY LAW TO DO OTHERWISE.

——————————————
Signature

——————————————
Please Print Name

——————————————
Date

——————————————
Daytime Phone Number

EX-99.4

Exhibit (a)(18)

FREQUENTLY ASKED QUESTIONS (“FAQ”) REGARDING THE ALARIS MEDICAL
SYSTEMS STOCK FUND UNDER THE TENDER OFFER

As you may know, Blue Merger Corp. (“Subcorp”), a wholly owned subsidiary of Cardinal Health, Inc. (“Cardinal Health”), has made a tender offer to acquire all outstanding shares of common stock of ALARIS Medical Systems, Inc. (“ALARIS”) pursuant to a merger agreement entered into on May 18, 2004. This affects you if you are invested in the ALARIS Medical Systems Stock Fund (the “Stock Fund”) in the ALARIS Medical Systems Retirement Investment Plan (the “Plan”). This FAQ contains certain information regarding how the tender offer may affect your balance in the Stock Fund under the Plan. You are advised to read the “Offer to Purchase for Cash” dated May 28, 2004 and the related Solicitation/Recommendation Statement included with these materials because they contain important information.

Q1: Does the tender offer affect the shares of ALARIS common stock held in the Plan?

A1: Yes. The tender offer to ALARIS stockholders is being made for all outstanding shares of ALARIS common stock including all shares allocated to you and others in the Plan.

Q2: How much will Subcorp pay for shares of ALARIS common stock?

A2: Subcorp is offering to pay all ALARIS stockholders (including the Plan) $22.35 per share in cash.

Q3: What will happen to the Stock Fund during the tender offer process?

A3: The Stock Fund will be “frozen” for administrative purposes beginning at 4 p.m., Eastern time, on Wednesday, June 23, 2004, or, if the tender offer is extended, 4 p.m., Eastern time, on the date that is two business days prior to the expiration date of the tender offer. During this freeze period, no transactions for the Stock Fund will be processed, including purchases, exchanges, withdrawals, loans, and final distributions. This period is necessary to tally elections, and — if the tender offer conditions are satisfied —process the transaction. For those who did not tender shares, exchanges out of the Stock Fund will be permitted to the extent there is a market for ALARIS common stock starting the business day after the expiration date of the tender offer.

Q4: Will I continue to receive contributions to the Stock Fund while the tender offer is being considered?

A4: Yes. Until the freeze period begins at 4 p.m., Eastern time, on Wednesday, June 23, 2004 (or, if the tender offer is extended, 4 p.m., Eastern time, on the date that is two business days prior to the expiration date of the tender offer), you will continue to receive contributions to the Stock Fund in accordance with the Plan provisions. Once the freeze period begins, no additional purchase of shares will be accepted. If the tender offer is successful, contributions made to the Stock Fund after Wednesday, June 23, 2004, will be automatically redirected to Vanguard^®Prime Money Market Fund. Please note: Because of payroll and posting schedules, some contributions may not be credited to your Plan account before Wednesday, June 23, 2004. In that case, if the offer is successful, the contributions will be redirected to Vanguard Prime Money Market Fund.

Continued

Q5: May I continue to make changes to my asset mix while the tender offer is being considered?

A5: Yes. Until the freeze period begins at 4 p.m., Eastern time, on Wednesday, June 23, 2004 (or, if the tender offer is extended, 4 p.m., Eastern time, on the date that is two business days prior to the expiration date of the tender offer), you may continue to make changes in your asset mix, including movement of assets out of the Stock Fund. If you submit instructions to Vanguard to tender your shares but you move all of your assets out of the Stock Fund before June 23, 2004, your tender instructions will be disregarded.

Q6: What happens if I tender my shares and the tender offer is successful?

A6: If you tender shares of ALARIS common stock in your Plan account, the cash proceeds will be invested in Vanguard Prime Money Market Fund. It is expected that the proceeds will be received shortly after the tender offer is completed.

After the freeze period ends, you may then log on to www.vanguard.com or call Vanguard’s VOICE^® Network or a Vanguard^®Participant Services associate at 1-800-523-1188 if you would like to review your account or rebalance your asset mix in the Plan.

Q7: What if I do not tender my shares and the tender offer is successful?

A7: For those who do not tender shares, exchanges out of the Stock Fund will be permitted to the extent there is a market for ALARIS common stock starting the business day after the expiration date of the tender offer. If the tender offer is successful, subject to certain conditions, Cardinal Health is required to acquire the remaining common stock of ALARIS through a merger in which all shares which are not tendered in the tender offer will be converted into the right to receive $22.35 in cash. The acquisition of remaining shares through that merger may occur quickly following the end of the tender offer or may take significantly longer, depending upon how many shares are tendered in the offer, to complete. Following completion of the merger, the cash proceeds will be invested in Vanguard Prime Money Market Fund.

After the merger is consummated, you may then log on to www.vanguard.com or call Vanguard’s VOICE Network or a Vanguard Participant Services associate at 1-800-523-1188 if you would like to review your account or rebalance your asset mix in the Plan.

Q8: What will happen to my tendered shares if the tender offer is not successful?

A8: Your shares will not be surrendered for cash and will remain in the Stock Fund.

Q9: What will happen to the Stock Fund if the tender offer is not successful?

A9: If the tender offer is not successful, the Stock Fund will continue to accept new contributions and will continue its normal operations unless you are otherwise notified.

Q10: What if I want to change my tender instructions?

A10: You may change your tender instructions by sending new tender instructions to Vanguard. Your new Tender Offer Instruction Form with any changes must be received by the Plan Deadline (4 p.m. Eastern time on June 22, 2004). If you need an additional Tender Offer Instruction Form, you may obtain one by calling Vanguard Participant Services at 1-800-523-1188 Monday through Friday from 8:30 a.m. to 9 p.m., Eastern time. If you make changes prior to the Plan Deadline, the latest received Tender Offer Instruction Form will determine your instruction to Vanguard.

Continued

Q11: Whom do I call if I have additional questions?

A11: You may direct questions and requests for assistance regarding the tender offer to the Information Agent at its address and telephone number set forth below. You may obtain additional copies of the “Offer to Purchase for Cash” dated May 28, 2004, and other tender offer materials that have been filed with the U.S. Securities and Exchange Commission from the Information Agent as set forth below, and they will be furnished promptly at no expense to you. The Information Agent for the tender offer is:

MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
Call Collect 1-212-929-5500
Call Toll-Free 1-800-322-2885
E-Mail: proxy@mackenziepartners.com

If you have any questions on how to provide tender instructions to Vanguard or need a Tender Offer Instruction Form for your shares in the Plan, call Vanguard Participant Services at 1-800-523-1188, Monday through Friday from 8:30 a.m. to 9 p.m., Eastern time.

If you would like to make investment changes, log on to www.vanguard.com, or call Vanguard at 1-800-523-1188. The VOICE Network is available 24 hours a day and Participant Services associates are available Monday through Friday from 8:30 a.m. to 9 p.m., Eastern time.

The Vanguard Group

For more information about any fund, including investment objectives, risks, charges, and expenses, call The Vanguard Group at 1-800-523-1188 to obtain a prospectus. The prospectus contains important information about the fund. Consider and read the prospectus information carefully before you invest. You can also download Vanguard fund prospectuses at www.vanguard.com.

Cardinal Health has filed a tender offer statement with the U.S. Securities and Exchange Commission and ALARIS has filed a Solicitation/Recommendation Statement with respect to the Cardinal Health tender offer. Participants are strongly advised to read the “Offer to Purchase for Cash” dated May 28, 2004 and the related Solicitation/Recommendation Statement included with these materials because they contain important information. These documents are available to all stockholders of ALARIS at no expense to them. These documents are also available at no charge at the SEC’s website at www.sec.gov.

The Vanguard Group, Vanguard, VOICE, and the ship logo are trademarks of The Vanguard Group, Inc. All other marks are the exclusive property of their respective owners.

©2004 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor. 38034-1 062004