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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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MERIDIAN BIOSCIENCE, INC.
(Name of Subject Company (Issuer))
MERIDIAN BIOSCIENCE, INC.
(Name of Filing Person (Offeror))
7% CONVERTIBLE SUBORDINATED
DEBENTURES DUE 2006 589602 AB 7
(Title of Class of Securities) (CUSIP Number of Class of Securities)
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MARK A. WEISS, ESQ.
KEATING, MUETHING & KLEKAMP, P.L.L.
1400 PROVIDENT TOWER
ONE EAST FOURTH STREET
CINCINNATI, OHIO 45202
(513) 579-6599
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Person)
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$16,000,000 $1,295**
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* The transaction valuation is estimated for purposes of calculating the
amount of the filing fee only. The transaction valuation assumes the
exchange of $16,000,000 in principal amount of the 7% Convertible
Subordinated Debentures due 2006 (the "Existing Debentures") that are
subject to the Exchange Offer.
** Previously paid.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which
the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
Amount Previously Paid: Not applicable.
Filing Party: Not applicable.
Form or Registration No.: Not applicable.
Date Filed: Not applicable.
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] Third-party tender offer subject to Rule 14d-1.
[X] 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: [ ]
This Tender Offer Statement on Schedule TO (this "Statement") is being
filed by Meridian Bioscience, Inc., an Ohio corporation ("Meridian"), pursuant
to Section 13(e) of the Securities Exchange Act of 1934 in connection with its
offer to issue 5% Convertible Subordinated Debentures due 2013 (the "New
Debentures") in the principal amount of $16,000,000 in exchange for an equal
principal amount of 7% Convertible Subordinated Debentures due 2006 (the
"Existing Debentures"), upon the terms and subject to the conditions set forth
in the Offering Memorandum, dated November 12, 2003 (the "Offering Memorandum"),
a copy of which is attached hereto as Exhibit (a)(1), and in the related Letter
of Transmittal, a copy of which is attached hereto as Exhibit (a)(2) (which, as
they may be amended or supplemented from time to time, together constitute the
"Exchange Offer"). The information set forth in the Exchange Offer is hereby
incorporated by reference in response to all of the items of this Statement.
References below to "Items" refer to Items of Regulation M-A.
ITEM 1. SUMMARY TERM SHEET
Item 1001 - Summary Term Sheet. The information set forth in the section
of the Offering Memorandum entitled "Summary Term Sheet" is incorporated herein
by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
Item 1002(a) - Name and address. The issuer of the securities subject to
the Exchange Offer is Meridian Bioscience, Inc., an Ohio corporation. The
principal executive offices of Meridian are located at 3471 River Hills Drive,
Cincinnati, Ohio 45244. The telephone number at Meridian's principal executive
offices is (513) 271-3700.
Item 1002(b) - Securities. The subject class of securities is the 7%
Convertible Subordinated Debentures due 2006 of Meridian. As of the date of this
Statement, there were outstanding $20,000,000 in principal amount of the
Existing Debentures.
Item 1002(c) - Trading market and price. The information set forth in
the sections of the Offering Memorandum entitled "Market for the Existing
Debentures and Common Stock" is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
Item 1003(a) - Name and address. The information set forth under Item
2(a) above is incorporated herein by reference. The filing person is the issuer
of the securities subject to the Exchange Offer.
Pursuant to General Instruction C to Schedule TO, the following persons
are the directors and/or officers and/or controlling persons of Meridian:
William J. Motto Chairman of the Board of Directors, Chief Executive Officer
John A. Kraeutler President, Chief Operating Officer and Director
Antonio A. Interno Senior Vice President
Richard L. Eberly Executive Vice President
Kenneth J. Kozak Vice President, Research and Development
Melissa A. Lueke Vice President, Chief Financial Officer and Secretary
Susan A. Rolih Vice President of Regulatory Affairs & Quality Systems
Lawrence J. Baldini Vice President of Operations
James A. Buzard Director
Gary P. Kreider Director
Robert J. Ready Director
David C. Phillips Director
The address of each person listed above is c/o Meridian Bioscience,
Inc., 3471 River Hills Drive, Cincinnati, Ohio 45244, and each such person's
telephone number is (513) 271-3700.
ITEM 4. TERMS OF THE TRANSACTION
Item 1004(a) - Material terms. The information set forth in the sections
of the Offering Memorandum entitled "Summary Term Sheet," "Material United
States Federal Income Tax Considerations," "Pro Forma Financial Information,"
"The Exchange Offer," "Description of the New Debentures," "Comparison of the
Existing Debentures and the New Debentures" and "Description of Common Stock" is
incorporated herein by reference.
Item 1004(b) - Purchases. William J. Motto beneficially owns $50,000
principal amount of the Existing Debentures. Gary P. Kreider beneficially owns
$26,000 principal amount of Existing Debentures. Either or both of these
individuals may tender all or a portion of their Existing Debentures in the
Exchange Offer.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
Item 1005(e) - Agreements involving the subject company's securities.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
Item 1006(a) - Purposes. The information set forth in the section of the
Offering Memorandum entitled "Summary Term Sheet--Why are you making the
Exchange Offer?" is incorporated herein by reference.
Item 1006(b) - Use of securities acquired. The information set forth in
the section of the Offering Memorandum entitled "The Exchange Offer -- Use of
Securities Acquired" is incorporated herein by reference.
Item 1006(c) - Plans. None.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 1007(a) - Source of Funds. The information set forth in the section
of the Offering Memorandum entitled "The Exchange Offer -- Expenses" is
incorporated herein by reference.
Item 1007(b) - Conditions. The information set forth in the section of
the Offering Memorandum entitled "The Exchange Offer -- Conditions to the
Exchange Offer" is incorporated herein by reference.
Item 1007(d) - Borrowed Funds. Meridian will not borrow funds or
consideration for the purpose of the Exchange Offer.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 1008(a) - Securities ownership. William J. Motto beneficially owns
$50,000 principal amount of the Existing Debentures. Gary P. Kreider
beneficially owns $26,000 principal amount of Existing Debentures.
Item 1008(b) - Securities transactions. Not applicable.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
Item 1009(a) - Solicitations or Recommendations. The information set
forth in the section of the Offering Memorandum entitled "The Exchange Offer --
Solicitation" is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS
Item 1010(a) - Financial Information. The following financial statements
and financial information are incorporated herein by reference:
(1) the audited consolidated financial statements of
Meridian set forth in its Annual Report on Form 10-K for
the fiscal year ended September 30, 2002;
(2) the unaudited consolidated condensed financial
statements of Meridian set forth in its Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 2003;
and
(3) the information set forth in the sections of the
Offering Memorandum entitled "Selected Financial
Consolidated Data" and "Pro Forma Effect of the Exchange
Offer."
Copies of the financial statements incorporated herein by reference
pursuant to clauses (1) and (2) can be obtained as provided in the sections of
the Offering Memorandum entitled "Where You Can Find More Information" and
"Incorporation of Information."
Item 1010(b) - Pro Forma Information. The information set forth in the
section of the Offering Memorandum entitled "Pro Forma Financial Information "
is incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION
Item 1011(a) - Agreements, regulatory requirements and legal
proceedings.
(1) None.
(2) The information set forth in the section of the Offering
Memorandum entitled "The Exchange Offer -- Conditions to
the Exchange Offer" is incorporated herein by reference.
(3) None.
(4) None.
(5) None.
Item 1011(b) - Other material information. The information set forth in
the Offering Memorandum and Letter of Transmittal is hereby incorporated by
reference.
ITEM 12. EXHIBITS
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Exhibit Number Description
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(a)(1) Offering Memorandum, dated November 12, 2003
(a)(2) Letter of Transmittal
(a)(3) Notice of Guaranteed Delivery
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees
(a)(5) Form of Letter to Clients
(a)(6) Meridian Bioscience, Inc. Annual Report on Form 10-K for the fiscal year
ended September 30, 2002, filed with the Securities and Exchange Commission
and incorporated herein by reference.
(a)(7) Meridian Bioscience, Inc. Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2003, filed with the Securities and Exchange
Commission and incorporated herein by reference.
(a)(8) Press Release, dated November 12, 2003
(d)(1) Indenture relating to the 7% Convertible Subordinated Debentures due 2006,
by and between Meridian Bioscience, Inc. and U.S. Bank, N.A., as Trustee
(incorporated by reference to the Registration Statement No. 333-11077 on
(d)(2)** Form S-3 filed with the Securities and Exchange Commission on August 29, 1996
Form of Indenture relating to the 5% Convertible Subordinated Debentures
due 2013, to be entered into by and between Meridian Bioscience, Inc. and
LaSalle Bank, N.A., as Trustee.
(d)(3) Loan and Security Agreement among Meridian, certain of its
subsidiaries and Fifth Third Bank Dated as of September 20,
2001 (incorporated by reference to Exhibit 10.22 of the
Annual Report on Form 10-K for the year ended
September 30, 2002).
**PREVIOUSLY FILED
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
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.
MERIDIAN BIOSCIENCE, INC.
By: Melissa A. Lueke
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Melissa A. Lueke
Vice President, Chief Financial
Officer and Secretary
Dated: November 12, 2003
1153798.5