-----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, J408tZN1cZFbhtTVKT3KQGx0HIJuMauGxDQMp2aj4JtcGq9AOtV6/vCe4LbQmhUb ec5Bfj49WlEmFdzSYkiBYQ== 0000950123-01-002393.txt : 20010320 0000950123-01-002393.hdr.sgml : 20010320 ACCESSION NUMBER: 0000950123-01-002393 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010319 GROUP MEMBERS: INDIGO ACQUISITION CORP GROUP MEMBERS: INVERESK RESEARCH (CANADA) INC GROUP MEMBERS: INVERESK RESEARCH GROUP LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLINTRIALS RESEARCH INC CENTRAL INDEX KEY: 0000870978 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 621406017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-48381 FILM NUMBER: 1571526 BUSINESS ADDRESS: STREET 1: 11000 WESTON PARKWAY CITY: CARY STATE: NC ZIP: 27513 BUSINESS PHONE: 9194622556 MAIL ADDRESS: STREET 1: 11000 WESTON PARKWAY CITY: CARY STATE: NC ZIP: 27513 FORMER COMPANY: FORMER CONFORMED NAME: CLINTRIALS INC DATE OF NAME CHANGE: 19930930 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVERESK RESEARCH GROUP LTD CENTRAL INDEX KEY: 0001135362 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: ELPHINSTONE RESEARCH CENTRE STREET 2: TRANENT, EAST LOTHIAN EH33 2NE CITY: UNITED KINGDOM BUSINESS PHONE: 4401875614545 SC TO-T/A 1 y46719a1scto-ta.txt AMENDMENT NO. 1 TO SCHEDULE TO 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- AMENDMENT NO. 1 TO SCHEDULE TO (RULE 14D-100) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CLINTRIALS RESEARCH INC. (Name of Subject Company (Issuer)) INDIGO ACQUISITION CORP. a wholly owned subsidiary of INVERESK RESEARCH (CANADA) INC. a wholly owned subsidiary of INVERESK RESEARCH GROUP LIMITED (Name of Filing Persons (Offerors)) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 188767107 (CUSIP Number of class of securities) STEWART G. LESLIE INVERESK RESEARCH GROUP LIMITED ELPHINSTONE RESEARCH CENTRE TRANENT, EAST LOTHIAN EH33 2NE SCOTLAND, UNITED KINGDOM +44 (1875) 614-545 (Name, Address and Telephone No. of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) with a copy to: JOHN A. HEALY, ESQ. CLIFFORD CHANCE ROGERS & WELLS LLP 200 PARK AVENUE, NEW YORK, NEW YORK 10166 (212) 878-8000 ------------------------- CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- TRANSACTION VALUATION AMOUNT OF FILING FEE $123,490,056 $24,699* - -------------------------------------------------------------------------------- * Previously paid. |_| Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |X| third-party tender offer subject to Rule 14d-1. |_| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |_| 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: |_| 2 AMENDMENT NO. 1 TO SCHEDULE TO This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission on March 5, 2001 (the "Schedule TO"), relating to the offer by Indigo Acquisition Corp., a Delaware corporation ("Purchaser"), which is a wholly owned subsidiary of Inveresk Research (Canada) Inc., a corporation organized under the laws of Canada ("Inveresk Canada"), which, in turn, is a wholly owned subsidiary of Inveresk Research Group Limited, a company organized under the laws of Scotland ("Parent"), to purchase all of the outstanding shares of common stock, par value $0.01 per share (the "Shares"), of ClinTrials Research Inc., a Delaware corporation (the "Company") at a price of $6.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 5, 2001 (the "Offer to Purchase"), a copy of which was attached as Exhibit (a)(1) to the Schedule TO, and in the related Letter of Transmittal, a copy of which was attached to the Schedule TO as Exhibit (a)(2). SCHEDULE TO The Schedule TO is hereby supplemented and/or amended as provided below. ITEM 11. ADDITIONAL INFORMATION. Item 11 of the Schedule TO is amended by adding the following: Parent has been notified that it has received clearance from the German Federal Cartel Office to proceed with the completion of the Offer and the Merger. The Offer remains conditioned upon, among other things, the expiration of the applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. For additional information regarding the clearance received from the German Federal Cartel Office, see the text of the press release filed as an exhibit hereto. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is amended by adding the following: (a)(9) Press release issued by Parent, dated March 19, 2001, announcing the receipt of clearance from the German Federal Cartel Office to proceed with the completion of the Offer and the Merger. -2- 3 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. Date: March 19, 2001 INDIGO Acquisition Corp. /S/ WALTER NIMMO -------------------------------------- Name: Walter Nimmo Title: President /S/ ALASTAIR MCEWAN -------------------------------------- Name: Alastair McEwan Title: Vice President INVERESK RESEARCH (CANADA) INC. /S/ WALTER NIMMO -------------------------------------- Name: Walter Nimmo Title: President INVERESK RESEARCH GROUP LIMITED /S/ WALTER NIMMO -------------------------------------- Name: Walter Nimmo Title: Chief Executive Officer /S/ STEWART LESLIE -------------------------------------- Name: Stewart Leslie Title: Director and Company Secretary - 3 - EX-99.A.9 2 y46719a1ex99-a_9.txt PRESS RELEASE 1 EXHIBIT 99(a)(9) INVERESK RECEIVES GERMAN CLEARANCE FOR ACQUISITION OF CLINTRIALS RESEARCH INC., SCOTLAND, MARCH 19, 2001 - Inveresk Research Group Limited received notification of clearance from the German Federal Cartel Office to proceed with Inveresk's offer to purchase all of the outstanding shares of common stock of ClinTrials Research Inc. (NASDAQ: CCRO) and the proposed merger of an indirect wholly owned subsidiary of Inveresk into ClinTrials. This satisfies an important condition of Inveresk's purchase of any ClinTrials shares tendered in the offer. Inveresk's completion of the offer remains conditioned upon, among other things, the expiration of the applicable waiting period under U.S. antitrust law. ClinTrials is a global contract research organization headquartered near Research Triangle Park, North Carolina with offices in Maidenhead, England; Glasgow, Scotland; Montreal, Canada; Brussels, Belgium; Paris, France; Melbourne, Australia; Tel Aviv, Israel; Milan, Italy; Warsaw, Poland; Madrid, Spain; and Munich, Germany. With more than 1,500 employees, ClinTrials provides comprehensive research services, including monitoring, data management and biostatistics, medical and regulatory services to pharmaceutical, biotechnology and medical device clients. Headquartered near Edinburgh, Scotland, Inveresk is a leading European provider of contract research services, primarily to the pharmaceutical and biotechnology industry. THIS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, INCLUDING STATEMENTS ABOUT FUTURE BUSINESS OPERATIONS, FINANCIAL PERFORMANCE AND MARKET CONDITIONS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES INHERENT IN BUSINESS FORECASTS. THIS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SECURITIES OF CLINTRIALS RESEARCH INC. THE TENDER OFFER IS BEING MADE SOLELY BY AN OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL DISSEMINATED UPON THE COMMENCEMENT OF THE TENDER OFFER AND AMENDED FROM TIME TO TIME. SHAREHOLDERS OF CLINTRIALS RESEARCH INC. SHOULD READ THE TENDER OFFER STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. THESE DOCUMENTS ARE AVAILABLE TO CLINTRIALS SHAREHOLDERS AT NO CHARGE AND ARE ALSO AVAILABLE FOR FREE AT THE SEC'S WEB SITE (HTTP://WWW.SEC.GOV). CONTACT: GCI Christopher Gordon (212) 886-3428 ClinTrials Research, Inc. Paul Ottaviano Chief Executive Officer (919) 460-9005 -----END PRIVACY-ENHANCED MESSAGE-----