-----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, UISwJVnQl09Vv7QCkf/QJUe6zZyuieX2VT+ujBf6PCJgqYJqRj9cXO8gI/lQWGob So1U28B9MDfsxMecGE7j/g== 0000950172-97-000657.txt : 19970716 0000950172-97-000657.hdr.sgml : 19970716 ACCESSION NUMBER: 0000950172-97-000657 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970715 SROS: NASD 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: 1934 Act SEC FILE NUMBER: 005-36096 FILM NUMBER: 97641006 BUSINESS ADDRESS: STREET 1: 6500 HOLLISTER AVE CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8059670404 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 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36096 FILM NUMBER: 97641007 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 14D1/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 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 14D1/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 14D1/A 1 SCHEDULE 14D1 AMENDMENT NO. 12 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 AMENDMENT NO. 12 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D AMENDMENT NO. 12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 CIRCON CORPORATION (NAME OF SUBJECT COMPANY) USS ACQUISITION CORP. UNITED STATES SURGICAL CORPORATION (BIDDERS) COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 172736 10 0 (CUSIP NUMBER OF CLASS OF SECURITIES) THOMAS R. BREMER USS ACQUISITION CORP. C/O UNITED STATES SURGICAL CORPORATION 150 GLOVER AVENUE NORWALK, CONNECTICUT 06856 TELEPHONE: (203) 845-1000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) with a copy to: PAUL T. SCHNELL, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 919 THIRD AVENUE NEW YORK, NEW YORK 10022 TELEPHONE: (212) 735-3000 CUSIP NO. 172736 10 0 14D-1 1. NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON UNITED STATES SURGICAL CORPORATION ----------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] ----------------------------------------------------------------- 3. SEC USE ONLY ----------------------------------------------------------------- 4. SOURCE OF FUNDS WC ----------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] ----------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,973,274 Shares ----------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 14.9% ----------------------------------------------------------------- 10. TYPE OF REPORTING PERSON CO ----------------------------------------------------------------- CUSIP NO. 172736 10 0 14D-1 1. NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON USS ACQUISITION CORP. ----------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] ----------------------------------------------------------------- 3. SEC USE ONLY ----------------------------------------------------------------- 4. SOURCE OF FUNDS AF ----------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] ----------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 973,174 Shares ----------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 7.3% ----------------------------------------------------------------- 10. TYPE OF REPORTING PERSON CO ----------------------------------------------------------------- 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 14D-1 ("Schedule 14D-1"), filed with the Securities and Exchange Commission (the "Commission") on August 2, 1996, as amended by Amendment No.1 dated August 16, 1996, Amendment No. 2 dated August 20, 1996, Amendment No. 3 dated August 20, 1996, Amendment No. 4 dated August 30, 1996, Amendment No. 5 dated September 17, 1996, Amendment No. 6 dated September 18, 1996, Amendment No. 7 dated October 1, 1996, Amendment No. 8 dated December 16, 1996, Amendment No. 9 dated December 18, 1996, Amendment No. 10 dated February 14, 1997 and Amendment No. 11 dated June 16, 1997 with respect to the Purchaser's offer to purchase up to 973,174 shares of Common Stock, par value $0.01 per share (the "Shares"), of Circon Corporation, a Delaware corporation (the "Company"), together with any associated preferred stock purchase rights (the "Rights"), at a price of $14.50 per Share (and associated Right), 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 August 2, 1996 (the "Offer to Purchase"), as amended and supplemented by the Supplement thereto, dated December 18, 1996 (the "First Supplement") and the Second Supplement thereto, dated June 16, 1997 (the "Second Supplement"), and the revised Letter of Transmittal (which, as amended from time to time, together constitute the "Offer"). This Amendment No. 12 to Schedule 14D-1 also constitutes Amendment No. 12 to the Statement on Schedule 13D of the Purchaser and Parent. The item numbers and responses thereto below are in accordance with the requirements of Schedule 14D-1. Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in Schedule 14D-1 or in the Offer to Purchase and Supplement referred to therein. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 6 is hereby amended and supplemented by the following: (a) - (b) The Offer expired in accordance with its terms at 12:00 Midnight, New York City time, on July 14, 1997. In connection therewith, on July 15, 1997, Parent issued a press release announcing, among other things, that, as of the Expiration Date, (1) based upon a preliminary count from the Depositary, a total of approximately 4,508,000 Shares had been tendered under the Offer, of which approximately 699,000 Shares had been tendered by notice of guaranteed delivery, (2) Purchaser accepted for payment 973,174 Shares at a price of $14.50 per share, representing approximately 7.3% of the outstanding Shares and (3) payment for Shares accepted for payment is expected to commence promptly after the final proration factor is determined, which is expected to occur on or about July 21, 1997. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by the following: (a)(30) Press Release issued by Parent on July 15, 1997. 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. Dated: July 15, 1997 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)(30) Press Release issued by Parent on July 15, 1997. EX-99 2 EXHIBIT (A)(30) - PRESS RELEASE Exhibit (a)(30) FOR IMMEDIATE RELEASE: July 15, 1997 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 SUCCESSFULLY COMPLETES CASH TENDER OFFER FOR 973,174 OF CIRCON SHARES AND NOW OWNS 14.9% OF CIRCON SHARES NORWALK, Conn. -- United States Surgical Corporation (NYSE: USS) announced today that its $14.50 per share cash tender offer for 973,174 shares of Circon Corporation (NASDAQ: CCON) was oversubscribed. The offer expired at 12:00 Midnight, New York City time, on Monday, July 14, 1997. As a result of the tender offer, coupled with 1,000,100 shares previously purchased, USS beneficially owns approximately 14.9% of the total number of outstanding shares of Circon. Based on a preliminary count from the depository for the tender, approximately 4,508,000 shares have been tendered, which included approximately 699,000 shares subject to guarantees of delivery. USS accepted for payment 973,174 shares of Circon which, together with the shares already owned by it, represents the maximum number of shares USS can purchase without triggering Circon's Preferred Shares Rights Agreement, its "poison pill". It is anticipated that the final proration percentage will be announced and payment for the shares will be made within the next seven business days. Leon C. Hirsch, chairman and CEO of USS, said, "We are delighted with the support Circon shareholders have demonstrated for the merger of Circon and U.S. Surgical. We will continue to seek to negotiate a merger with Circon. However, as I stated on June 16th, based upon results for the past three quarters, USS can no longer justify to its shareholders its previous offer price of $17 per share for the remaining outstanding shares -- without the ability to review and discuss with Circon's management its operating plan. If Circon's management and Board still refuses to discuss a merger with us, USS' present plan is to commence a new tender offer to purchase all outstanding common shares of Circon at $16.50 per share. At $16.50 per share, Circon has a price/earnings ratio of over 180 times trailing 12 months' earnings. "With the passage of time, not only has Circon's management been unable to achieve better operating results, but Circon's performance continues to be below even historical levels. Based on its SEC filings, Circon's first quarter 1997 performance was well below that of first quarter 1996, with revenues down 4%, gross profit down 3% and operating income down 44%. Revenues were flat compared to Circon's fourth quarter 1996 results. This performance demonstrates that Circon's management has been unable to deliver the turnaround it has been promising to its shareholders for almost a year. Moreover, management has strapped its shareholders with an even greater burden through the heavy expenditure of $3 million for charges related to its "just say no" defense. "Additionally, we are considering a proxy contest to nominate two independent directors to Circon's Board. We believe this would send a clear message to Circon's management and to the market that USS believes the immediate merger is in the best interests of both companies and their respective shareholders." United States Surgical Corporation is a diversified surgical products company specializing in minimally invasive technologies that improve patient care and lower health care costs. # # # -----END PRIVACY-ENHANCED MESSAGE-----