ZOLL Zoll Medical Corp. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 5)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

ZOLL MEDICAL CORPORATION

(Name of Subject Company (Issuer))

ASAHI KASEI CORPORATION

ASCLEPIUS SUBSIDIARY CORPORATION

(Name of Filing Persons (Offerors))

Common Stock, $0.01 Par Value Per Share

(Title of Class of Securities)

989922109

(CUSIP Number of Class of Securities)

Takashi Shimodaira

General Manager, 1st Group, Legal Dept.

Asahi Kasei Corporation

1-105 Kanda Jinbocho, Chiyoda-ku

Tokyo, Japan, 101-8101

+81 3 3296 3009

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Christopher E. Austin

John Palenberg

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

CALCULATION OF FILING FEE

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

Check the following box if the filing is a final amendment reporting the results of the tender offer:   ¨

This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule TO (as amended and supplemented, the “ Schedule TO ”), originally filed with the SEC on March 26, 2012 by Asclepius Subsidiary Corporation, a Massachusetts corporation (“ Purchaser ”) and an indirect wholly-owned subsidiary of Asahi Kasei Corporation, a corporation organized in Japan (“ Asahi Kasei ”), to purchase all outstanding shares of common stock, par value $0.01 (the “ Shares ”), of ZOLL Medical Corporation, a Massachusetts corporation (“ ZOLL ”), at a price of $93.00 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 26, 2012 (the “ Offer to Purchase ”), which is annexed to and filed with the Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal, which is annexed to and filed with the Schedule TO as Exhibit (a)(1)(B), which, together with any amendments or supplements thereto, collectively constitute the “ Offer .” All capitalized terms used in this Amendment No. 5 without definition have the meanings ascribed to them in the Schedule TO.

Items 1-11.

Items 1-11 of the Schedule TO are hereby amended and supplemented as follows:

The Offer to Purchase is hereby amended and supplemented by including the following:

“Asahi Kasei has issued a press release announcing that the initial offering period of the Offer expired at 12:00 Midnight, New York City time at the end of Friday, April 20, 2012. The Depositary for the Offer has advised Asahi Kasei and Purchaser that, as of such time, an aggregate of approximately 20,916,921 Shares were tendered into, and not withdrawn from, the Offer (including 3,088,887 Shares tendered by notices of guaranteed delivery) representing approximately 93.82% of the outstanding Shares and approximately 86.08% of the outstanding Shares calculated on a fully diluted basis. Excluding shares tendered by notices of guaranteed delivery, the validly tendered Shares represent approximately 79.97% of the outstanding Shares and approximately 73.37% of the outstanding Shares calculated on a fully diluted basis. Purchaser has accepted for payment all Shares that were validly tendered and not properly withdrawn, and payment will be made promptly, in accordance with the terms of the Offer.

Asahi Kasei further announced that it is commencing a subsequent offering period for three (3) business days, which will expire at 12:00 Midnight, New York City time, at the end of Wednesday, April 25, 2012. The purpose of this subsequent offering period is to enable ZOLL shareholders who have not previously tendered their Shares in the Offer to do so and promptly receive the same $93.00 per Share that was paid during the initial offering period. During the subsequent offering period, tendering shareholders will not have withdrawal rights.

Section 11.05 of the Massachusetts Business Corporations Act (the “MBCA”) provides that, if a Massachusetts corporation owns at least 90% of the voting power of each class and series of the outstanding shares of a subsidiary corporation that have voting power, the corporation holding such shares may merge such subsidiary into itself, or itself into such subsidiary, without any approval on the part of the board of directors or the shareholders of such subsidiary corporation (a “short-form merger”).

If, following expiration of the subsequent offering period, Purchaser owns more than 90% of the issued and outstanding Shares, Asahi Kasei will effect a short-form merger of Purchaser into ZOLL in accordance with Section 11.05 of the MBCA as soon as reasonably practicable and, thereafter, ZOLL will be an indirect wholly-owned subsidiary of Asahi Kasei.

ZOLL has granted Purchaser an irrevocable option (the “top-up option”), exercisable within one (1) business day following the expiration of a subsequent offering period, to purchase from ZOLL the number of Shares necessary for Purchaser to complete a short-form merger with ZOLL. Purchaser plans to exercise the top-up option in accordance with the Merger Agreement if, following expiration of the subsequent offering period, Purchaser owns more than approximately 82.9% but less than 90% of the issued and outstanding Shares.

Upon completion of the short-form merger, each outstanding Share that was not acquired by Purchaser in the Offer, other than Shares owned by Asahi Kasei, Purchaser, ZOLL, or any direct or indirect subsidiary of Asahi Kasei or ZOLL or held by shareholders who properly exercise appraisal rights, if any, available under Massachusetts law, will be canceled and converted into the right to receive $93.00 per Share, without interest and less any required withholding taxes. This is the same price per Share paid in the Offer.”

Upon completion of the merger, ZOLL will become a wholly owned subsidiary within the Asahi Kasei Group, managed by the current ZOLL management team and with all current business units and operations remaining intact. ZOLL will also be delisted from the NASDAQ stock exchange at that time, if not sooner.

The full text of the press releases issued by Asahi Kasei in Japan and the United States on April 23, 2012 in connection with the expiration of the Offer is filed as Exhibits (a)(5)(F) and (a)(5)(G) hereto and is incorporated herein by reference.

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Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by inserting the following exhibit:

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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 Schedule TO is true, complete and correct.

Dated: April 23, 2012

EXHIBIT INDEX

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