-----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, AjwaORlJz0TFonypkdtMvh8Kvy/Y/qRGJCymoAsBVRMo4FasuTIzThU5IK539agY 1cC7YnLNBHBV5gKDy+WSVQ== 0000940180-98-000977.txt : 19980916 0000940180-98-000977.hdr.sgml : 19980916 ACCESSION NUMBER: 0000940180-98-000977 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980915 SROS: NYSE GROUP MEMBERS: GUIDANT CORP GROUP MEMBERS: GUIDANT CORPORATION GROUP MEMBERS: PEGASUS ACQUISITIONS CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INCONTROL INC CENTRAL INDEX KEY: 0000871629 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 911501619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47733 FILM NUMBER: 98709953 BUSINESS ADDRESS: STREET 1: 6675 185TH AVE NE SUITE 100 CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 2068619800 MAIL ADDRESS: STREET 1: 6675 185TH AVENUE STREET 2: SUITE 100 CITY: REDMOND STATE: WA ZIP: 98052-6734 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INCONTROL INC CENTRAL INDEX KEY: 0000871629 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 911501619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-47733 FILM NUMBER: 98709954 BUSINESS ADDRESS: STREET 1: 6675 185TH AVE NE SUITE 100 CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 2068619800 MAIL ADDRESS: STREET 1: 6675 185TH AVENUE STREET 2: SUITE 100 CITY: REDMOND STATE: WA ZIP: 98052-6734 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GUIDANT CORP CENTRAL INDEX KEY: 0000929987 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 351931722 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 111 MONUMENT CIRCLE STREET 2: 29TH FLOOR CITY: INDIANAPOLIS STATE: IN ZIP: 46204-5129 BUSINESS PHONE: 3179712000 MAIL ADDRESS: STREET 1: P O BOX 44906 STREET 2: 29TH FLOOR CITY: INDIANAPOLIS STATE: IN ZIP: 46244-0906 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GUIDANT CORP CENTRAL INDEX KEY: 0000929987 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 351931722 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 111 MONUMENT CIRCLE STREET 2: 29TH FLOOR CITY: INDIANAPOLIS STATE: IN ZIP: 46204-5129 BUSINESS PHONE: 3179712000 MAIL ADDRESS: STREET 1: P O BOX 44906 STREET 2: 29TH FLOOR CITY: INDIANAPOLIS STATE: IN ZIP: 46244-0906 SC 14D1/A 1 AMENDMENT NO. 5 TO SCHEDULE 14D-1 AND SCHEDULE 13D - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) ---------------- INCONTROL, INC. (NAME OF SUBJECT COMPANY) PEGASUS ACQUISITIONS CORP. AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF GUIDANT CORPORATION (BIDDERS) ---------------- COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 45336L103 (CUSIP NUMBER OF CLASS OF SECURITIES) ---------------- J.B. KING, ESQ. GUIDANT CORPORATION 111 MONUMENT CIRCLE INDIANAPOLIS, IN 46204-5129 (317) 971-2000 (NAMES, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) ---------------- COPIES OF COMMUNICATIONS TO: BERNARD E. KURY, ESQ. JONATHAN L. FREEDMAN, ESQ. DEWEY BALLANTINE LLP 1301 AVENUE OF THE AMERICAS NEW YORK, NY 10019 (212) 259-8000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule 14D-1/Schedule 13D, initially filed August 17, 1998, as amended (the "Schedule 14D-1"), of Guidant Corporation, an Indiana corporation, and its wholly-owned subsidiaries, Cardiac Pacemakers, Inc., a Minnesota corporation, and Pegasus Acquisitions Corp., a Delaware corporation ("Purchaser"), relating to Purchaser's tender offer for all of the outstanding stock of InControl, Inc., a Delaware corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 17, 1998 (the "Offer to Purchase"). Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Offer to Purchase or the Schedule 14D-1. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The information set forth in paragraphs (a) and (b) of Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows The Offer expired at 12:00 midnight, New York City time, on September 14, 1998. According to a preliminary count by the Depositary, there were validly tendered 21,346,323 Shares (including 862,077 Shares subject to guarantees of delivery). The Shares so tendered represent approximately 97.7 percent of the outstanding Shares. The Purchaser accepted for payment all such Shares validly tendered according to the terms of the Offer. ITEM 10. ADDITIONAL INFORMATION. Pursuant to the Merger Agreement, the Purchaser intends to effect the Merger in which each remaining Share will be converted into the right to receive $6.00 in cash, without interest thereon. A press release issued by Parent and the Company is filed as Exhibit (a) 10 and is incorporated herein by reference.
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT - ------- ----------------------------------------------------------------------------- (a)(10) Form of press release issued by Parent and the Company on September 15, 1998.
SIGNATURE After due inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: September 15, 1998 Pegasus Acquisitions Corp. /s/ A. Jay Graf By: _________________________________ A. Jay Graf President Cardiac Pacemakers, Inc. /s/ A. Jay Graf By: _________________________________ A. Jay Graf President and Chief Executive Officer Guidant Corporation /s/ A. Jay Graf By: _________________________________ A. Jay Graf Vice President EX-99.(A)(10) 2 PRESS RELEASE For Immediate Release Date: September 15, 1998 Guidant Contacts: Todd McKinney, Investor Relations, 317/971-2094 Carol A. Lindahl, Media Relations, 651/582-4461 Rob Allen, Media Relations, 317/971-2031 InControl Contacts: Phil M. Okeson, 425/861-9800. Ext. 157 Sean M. Cleary, 425/861-9800. Ext 660 GUIDANT COMPLETES TENDER OFFER FOR INCONTROL, INC. INDIANAPOLIS, Ind. and REDMOND, Wash.--SEPTEMBER 15, 1998--Guidant Corporation (NYSE: GDT; PCX:GDT) and InControl, Inc. (Nasdaq: INCL) today announced that Guidant has completed its cash tender offer for all of the outstanding shares of common stock of InControl at a price of $6.00 per share. The tender offer expired, as scheduled, at midnight, New York City time, on September 14, 1998. Guidant today accepted for payment all of the approximately 21,346,323 shares of InControl's common stock that had been validly tendered, including approximately 862,077 shares tendered pursuant to notices of guaranteed delivery. The shares tendered represent approximately 97.7% of the outstanding shares of InControl. Guidant and InControl now will complete a merger under which the remaining outstanding shares of InControl common stock will be converted into the right to receive $6.00 per share in cash. The operations of InControl will be integrated into Guidant's Cardiac Rhythm Management (CRM) Group, headquartered in St. Paul, Minnesota. "The acquisition of InControl, with its unmatched understanding of device treatment of atrial arrhythmias and significant patent portfolio, greatly enhances our on- going work in creating devices that treat multiple heart rhythm disorders," according to Jay Graf, president of the CRM Group. "The acquisition complements out leadership position in the treatment of ventricular arrhythmias and creates exciting new opportunities for devices designed to provide physicians with maximum flexibility in matching therapy to patient need." As previously announced, the acquisition will be accounted for under the purchase method and will result in a one-time charge of approximately $90 million, which represents the value assigned to purchased research and development. This charge will be recorded in the third quarter. A global leader in the medical device industry, Guidant Corporation, based in Indianapolis, Indiana, provides innovative, minimally invasive and cost- effective products and services for the treatment of cardiovascular and vascular disease. InControl, Inc., based in Redmond, Washington, is a pioneer in the design, development and manufacture of implantable atrial defibrillators and related products. For more information on Guidant, visit Guidant's web site at http://www.guidant.com. For more information on InControl, visit InControl's web site at http://www.incontrol.com. -----END PRIVACY-ENHANCED MESSAGE-----