-----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, WcD2hfzV8R11R2KH5kja3QNVWWAgrNnY6zl6RRJANxns0yaUmlB9p3Rvibnadrl6 D76i1guKtkt7F+y6oeCD3Q== 0000950172-98-000941.txt : 19980917 0000950172-98-000941.hdr.sgml : 19980917 ACCESSION NUMBER: 0000950172-98-000941 CONFORMED SUBMISSION TYPE: SC 14D1/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 14D1/A SEC ACT: SEC FILE NUMBER: 005-36096 FILM NUMBER: 98710487 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 SC 14D1/A 1 SCHEDULE 14D1 - FINAL AMENDMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 AMENDMENT NO. 10 (FINAL AMENDMENT) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF 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 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 (the "Schedule 14D-1"), filed with the Securities and Exchange Commission (the "Commission") on August 5, 1997, as amended by Amendment No. 1 dated August 12, 1997, Amendment No. 2 dated August 14, 1997, Amendment No. 3 dated September 25, 1997, Amendment No. 4 dated October 16, 1997, Amendment No. 5 dated October 22, 1997, Amendment No. 6 dated November 25, 1997, Amendment No. 7 dated January 16, 1998, Amendment No. 8 dated July 16, 1998 and Amendment No. 9 dated August 31, 1998 with respect to the Common Stock, par value $0.01 per share, of Circon Corporation, a Delaware corporation ("Circon" or the "Company"). 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 the Schedule 14D-1 or in the Offer to Purchase referred to therein. ITEM 10. ADDITIONAL INFORMATION. Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented by the following: The Offer expired on September 15, 1998, at 6:00 New York City time without the purchase of any shares. 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. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 of the Schedule 14D-1 is hereby amended and supplemented by the following: (a)(26) Press Release. 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: 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-----