-----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, F9pw9EGDNfwYOn24u2qzc2d1iiUGF5GuhUh1kEe+HyUw0Uaeb+xheCJ6XGaEOkER tNlJDeGT3iu7ZWy7gfeQ2A== 0000950172-98-000940.txt : 19980917 0000950172-98-000940.hdr.sgml : 19980917 ACCESSION NUMBER: 0000950172-98-000940 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980916 SROS: NYSE GROUP MEMBERS: UNITED STATES SURGICAL CORP GROUP MEMBERS: USS ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CIRCON CORP CENTRAL INDEX KEY: 0000719727 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 953079904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36096 FILM NUMBER: 98710444 BUSINESS ADDRESS: STREET 1: 6500 HOLLISTER AVE CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8059670404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES SURGICAL CORP CENTRAL INDEX KEY: 0000101788 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 132518270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 GLOVER AVE CITY: NORWALK STATE: CT ZIP: 06856 BUSINESS PHONE: 2038451000 MAIL ADDRESS: STREET 1: 150 GLOVER AVENUE CITY: NORWALK STATE: CT ZIP: 06856 FORMER COMPANY: FORMER CONFORMED NAME: AUTO SUTURE SURGICAL CORP DATE OF NAME CHANGE: 19700507 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 26 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Amendment No. 26 Circon Corporation (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 172736 10 0 (CUSIP Number) Thomas R. Bremer Paul T. Schnell, Esq. USS Acquisition Corp. Skadden, Arps, Slate, c/o United States Surgical Meagher & Flom LLP Corporation 919 Third Avenue 150 Glover Avenue New York, NY 10022 Norwalk, CT 06856 (212) 735-3000 (203) 845-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 15, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following: ( ) United States Surgical Corporation, a Delaware corporation ("Parent"), and USS Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Parent, hereby further amend and supplement their Statement on Schedule 13-D (the "Schedule 13D") originally filed with the Securities and Exchange Commission (the "Commission") on August 2, 1996, as amended. The item numbers and responses thereto below are in accordance with the requirements of Schedule 13-D. Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby supplemented as follows: The Offer expired in accordance with its terms on September 15, 1998 and Parent and the Purchaser have terminated the Offer. On September 15, 1998, Parent issued a press release announcing the results of the Offer, a copy of which is attached hereto as Exhibit (a)(26) and is incorporated herein by reference. Pending consummation of Parent's previously announced merger with Tyco, Parent and the Purchaser intend to review their investment in the Company on a continuing basis and reserve the right to maintain their holdings at current levels, to sell all or a portion of their holdings in the open market or in privately negotiated transactions or otherwise, to acquire additional Shares in the open market or in privately negotiated transactions or otherwise, or to take such other actions with respect to their investment in the Company as Parent deems advisable. Any such actions will depend upon, among other things, the continuing evaluation of the Company's business, financial condition, operations and prospects; the trading price of the Company's Common Stock; general market, economic and other conditions; the relative attractiveness of alternative business and investment opportunities; the actions of the management and Board of Directors of the Company; and other future developments. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 of the Schedule 13D is hereby amended and supplemented by the following: (a)(26) Press Release. SIGNATURE After reasonable 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. Dated: September 16, 1998 USS ACQUISITION CORP. By: /s/ THOMAS R. BREMER ___________________________ Name: Thomas R. Bremer Title: President UNITED STATES SURGICAL CORPORATION By: /s/ THOMAS R. BREMER __________________________ Name: Thomas R. Bremer Title: Senior Vice President and General Counsel EXHIBIT INDEX EXHIBIT EXHIBIT NAME (a)(26) Press Release. EX-99 2 EXHIBIT (A)(26) - PRESS RELEASE Exhibit (a)(26) FOR IMMEDIATE RELEASE: September 15, 1998 INVESTOR CONTACT: U.S. SURGICAL HOME PAGE MEDIA CONTACT: Marianne Scipione http://www.ussurg.com Steve Rose Vice President Director Corporate Communications Media Relations (203) 845-1404 (203) 845-1732 marianne.scipione@ussurg.com steve.rose@ussurg.com UNITED STATES SURGICAL CORPORATION TERMINATES TENDER OFFER FOR CIRCON NORWALK, Conn. -- United States Surgical Corporation (NYSE:USS) announced today that its tender offer for Circon Corporation (Nasdaq:CCON) had expired and that it had terminated the offer. Leon C. Hirsch, chairman of USS, said, "In light of USS's proposed merger with Tyco International Ltd. (NYSE:TYC) and Circon's recent announcement that it has invited various companies to make bids to acquire Circon, USS has determined not to continue its offer." USS has instructed the depositary for the offer to promptly return all Circon shares tendered in the offer to Circon stockholders. Questions regarding tendered shares can be directed to USS's information agent, Kissel-Blake Inc., at 212-344-6733. As of 6:00 p.m., New York City time, on September 15, 1998, 6,356,259 shares of Circon's outstanding common stock had been tendered to USS under the terms of the offer. United States Surgical Corporation is a diversified medical products company specializing in minimally invasive technologies that improve patient care and lower health care costs. -----END PRIVACY-ENHANCED MESSAGE-----