SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 3
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 3
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 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 and Amendment No. 2 dated
August 20, 1996, 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.3 to Schedule 14D-1 also constitutes Amendment No.3 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)(c) of Schedule 14D-1
is hereby amended and supplemented by the following information:
On August 20, 1996, Parent issued a press release, a copy of
which is attached hereto as Exhibit (a)(10) and incorporated
herein by reference, relating to the expiration of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Text of Press Release issued by United States
Surgical Corporation on August 20, 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 20, 1996
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)(10) Text of Press Release issued by United States
Surgical Corporation on August 20, 1996.
Exhibit (a)(10)
FOR IMMEDIATE RELEASE: August 20, 1996
INVESTOR CONTACT: U.S. SURGICAL HOME PAGE:
Marianne Scipione http://www.ussurg.com
Vice President
Corporate Communications
203-845-1404
UNITED STATES SURGICAL CORPORATION PASSES ANTI-TRUST
OBSTACLE IN CIRCON TENDER OFFER
NORWALK, Conn.-- United States Surgical Corporation (NYSE:USS)
announced, with respect to its $18 cash tender offer for all
outstanding shares of common stock of Circon Corporation
(NASDAQ:CCON), that the Hart-Scott-Rodino waiting period has expired.
This waiting period refers to the time during which the government
could review the proposed merger and raise anti-trust concerns. As a
result, no further governmental review is required to consummate the
offer. A USS spokesperson stated that, "The company is pleased in
overcoming our first obstacle to concluding our proposal to acquire
Circon".
The tender offer is scheduled to expire at midnight, EDT on
Thursday, August 29, 1996, unless extended.
United States Surgical Corporation is a diversified surgical
products company specializing in technologies that improve patient
care and lower health care costs.
