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Misys PLC, et al. – ‘SC TO-T/A’ on 7/10/01 re: Sunquest Information Systems Inc

On:  Tuesday, 7/10/01, at 4:56pm ET   ·   Accession #:  950123-1-504238   ·   File #:  5-61695

Previous ‘SC TO-T’:  ‘SC TO-T’ on 6/29/01   ·   Next:  ‘SC TO-T/A’ on 7/18/01   ·   Latest:  ‘SC 13D/A’ on 7/30/01

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/10/01  Misys PLC                         SC TO-T/A              2:10K  Sunquest Information Systems Inc  RR Donnelley/FA
          Kirsty, Inc
          Misys PLC
          Sunshine Acquisition Corp.

Amendment to Tender-Offer Statement — Third-Party Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T/A   Amendment No. 1 to Schedule to                         8     16K 
 2: EX-99.A.1.J  Information Notice                                    1      7K 


SC TO-T/A   —   Amendment No. 1 to Schedule to
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Schedule TO
3Item 11. Additional Information
4Item 12. Exhibits
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-------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) SUNQUEST INFORMATION SYSTEMS, INC. (Name of Subject Company) SUNSHINE ACQUISITION CORPORATION KIRSTY, INC. MISYS PLC (Names of Filing Persons (Offerors)) COMMON STOCK, NO PAR VALUE PER SHARE (Title of Class of Securities) 867654105 (CUSIP Number of Class of Securities) ROSS K. GRAHAM MISYS PLC BURLEIGH HOUSE SALFORD PRIORS EVENSHAM, WORCESTERSHIRE WR11 5SH ENGLAND 011-44-1386-871 373 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications On Behalf of Filing Persons) COPY TO: PAUL H. WILSON, JR. DEBEVOISE & PLIMPTON 919 THIRD AVENUE NEW YORK, NY 10022 (212) 909-6000 [ X ] 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
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previous filing by registration statement number, or the Form of Schedule and the date of its filing. Amount Previously Paid: $80,868 Form or Registration No.: Schedule TO Filing Party: Misys plc Date Filed: June 29, 2001 [ ] 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: [X] third-party tender offer subject to Rule l4d-1. [ ] Issuer tender offer subject to Rule l3e-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: [ ]
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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 June 29, 2001 (the "Schedule TO") by Misys plc, a public company organized under the laws of England ("Misys"), Kirsty, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Misys ("Kirsty"), and Sunshine Acquisition Corporation, a Pennsylvania corporation and a wholly-owned subsidiary of Kirsty (the "Purchaser"). The Schedule TO relates to the third-party tender offer by the Purchaser to purchase all of the outstanding shares of common stock, no par value per share (the "Shares"), of Sunquest Information Systems, Inc. for a price of $24.00 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 June 29, 2001 (the "Offer to Purchase") and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO. The information in the Offer to Purchase is incorporated herein by reference. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Offer to Purchase. On July 3, 2001, the Purchaser filed a statement on Schedule 13D (the "Schedule 13D") with the Securities and Exchange Commission in accordance with Regulation 13D of the Securities Exchange Act of 1934, as amended, and mailed a copy of the Schedule 13D along with a copy of the Schedule TO (collectively and as amended, modified or supplemented, the "Pennsylvania Filings")to the Pennsylvania Securities Commission in accordance with the provisions of Section 8(a) of the Pennsylvania Takeover Disclosure Law ("PTDL"). A copy of the Schedule 13D is attached hereto as Exhibit (a)(5) and is incorporated herein by reference. Pursuant to Section 8(a) of the PTDL, the Purchaser must undertake to notify the Pennsylvania shareholders of record that the Pennsylvania Filings are on file with the Pennsylvania Securities Commission and may be inspected during normal business hours. In connection with such undertaking, the Purchaser mailed on July 10, 2001 an Information Notice to the Record Holders of Shares of Sunquest Information Systems, Inc. A copy of the Information Notice to the Record Holders of Shares of Sunquest Information Systems, Inc. is attached hereto as Exhibit (a)(1)(J) and is incorporated herein by reference. ITEM 11. ADDITIONAL INFORMATION Item 11 of the Schedule TO, which incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented by adding thereto the following: "On July 3, 2001, the Purchaser mailed to the Pennsylvania Securities Commission a filing required to be made pursuant to Section 8(a) of the Pennsylvania Takeover Disclosure Law. The Purchaser made such Section 8(a) filing in order to satisfy certain disclosure requirements of the Pennsylvania Takeover Disclosure Law."
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ITEM 12. EXHIBITS Item 12 of the Schedule TO is hereby amended and supplemented by adding thereto the following exhibits: (a)(1)(J) Information Notice to the Record Holders of Shares of Sunquest Information Systems, Inc. dated July 10, 2001. (a)(5) Schedule 13D, dated July 3, 2001, by Misys plc, Kirsty, Inc. and Sunshine Acquisition Corporation (previously filed with the Securities and Exchange Commission and incorporated herein by reference).
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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. Date: July 10, 2001 SUNSHINE ACQUISITION CORPORATION By: /s/ Ross K. Graham ------------------------------ Name: Ross K. Graham Title: Vice President
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KIRSTY, INC. By: /s/ Charles John Colwell ------------------------------ Name: Charles John Colwell Title: President
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MISYS PLC By: /s/ Ross K. Graham ------------------------------ Name: Ross K. Graham Title: Corporate Development Director
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EXHIBIT INDEX Exhibit No. Description ----------- ----------- (a)(1)(J) Information Notice to the Record Holders of Shares of Sunquest Information Systems, Inc. dated July 10, 2001. (a)(5) Schedule 13D, dated July 3, 2001, by Misys plc, Kirsty, Inc. and Sunshine Acquisition Corporation (previously filed with the Securities and Exchange Commission and incorporated herein by reference).

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC TO-T/A’ Filing    Date First  Last      Other Filings
Filed on:7/10/0138
7/3/0138SC 13D
6/29/0123SC 14D9,  SC TO-T
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