SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 1
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
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 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, with
respect to the Purchaser's offer to purchase all of the
outstanding shares of Common Stock, par value $0.01 per share
(the "Shares"), of Circon Corporation, a Delaware corporation
(the "Company"), at a price of $18.00 per Share, 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"). This Amendment
No.1 to the Schedule 14D-1 also constitutes Amendment No.1 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 referred
to therein.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item (10) of Schedule 14D-1 is
hereby amended and supplemented by the following information:
On August 16, 1996, Parent issued a press release, a copy of
which is attached hereto as Exhibit (a)(9) and incorporated
herein by reference, relating to the Company's rejection of
Parent's offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Text of Press Release issued by United States
Surgical Corporation on August 16, 1996.
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: August 16, 1996
USS ACQUISITION CORP.
By:/s/ THOMAS R. BREMER
_____________________________
Name: Thomas R. Bremer
Title: Senior Vice President
and General Counsel
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)(9) Text of Press Release issued by United States
Surgical Corporation on August 16, 1996.
FOR IMMEDIATE RELEASE: August 16, 1996
INVESTOR CONTACT: MEDIA CONTACT: U.S SURGICAL HOME PAGE:
Marianne Scipione Steve Rose http://www.ussurg.com
Vice President Director
Corporate Communications Media Relations
(203) 845-1404 (203) 845-1732
U.S SURGICAL TO CONTINUE TENDER OFFER TO ACQUIRE
CIRCON FOR $18 PER SHARE IN CASH
NORWALK, Conn.--United States Surgical Corporation (NYSE:USS)
announced today that it stands behind its cash tender offer,
commenced on August 2, 1996, for all the outstanding common shares of
Circon Corporation (NASDAQ:CCON) at $18 per share.
Leon C. Hirsch, Chairman and Chief Executive Officer of United
States Surgical Corporation, said, "We are disappointed that Circon's
Board of Directors has shown what we believe to be a total disregard
for the best interest of its shareholders in summarily rejecting our
offer. Circon's Board made their decision without even attempting to
contact or meet with us to discuss the offer.
"Despite Circon's poor performance, missed forecasts and
deteriorating shareholder value before our tender, their directors
offer shareholders no alternative and no firm value other than a
continuation of a 'strategic plan' that has not produced results.
Instead, they adopt a poison pill in an attempt to forbid their
shareholders from accepting our generous offer, which represents a
premium of 83% over the average closing price of Ciron's common stock
during the ten days prior to the offer.
"We remain confident that this is a highly attractive
opportunity for Ciron shareholders and we expect that they will make
their own sentiments clearly known to Circon's Board and management.
"In our conversation on August 1st, Richard A. Auhll, Chairman,
President and Chief Executive Officer of Circon, said that he would
confer with his advisors and get back to me. Neither Mr. Auhll, nor
any of his management team, directors or advisors has contacted us.
"We believe U.S. Surgical's proposal is in the best interest of
Circon's shareholders and employees. The sales and operating
synergies between U.S. Surgical and Circon are significant, and
together the companies can better serve customers and employees."
Mr. Hirsch added, "Delaying direct discussions postpones these
benefits for all. We hope Circon's management and directors will
recognize their duty and obligations to their shareholders, and enter
into meaningful discussions to move the proposed merger forward."
United States Surgical Corporation is a diversified surgical
products company specializing in technologies that improve patient
care and lower health care costs.
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