SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 4
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 4
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, Amendment No. 2 dated
August 20, 1996, and Amendment No.3 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. 4 to Schedule 14D-1 also constitutes Amendment No. 4 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.
On August 30, 1996, Parent issued a press release, a copy of
which is attached hereto as Exhibit (a)(11) and incorporated
herein by reference, relating to the extension of the Offer until
6:00 p.m., New York City time, on September 30, 1996, unless
further extended. The Offer was scheduled to expire at 12:00
midnight, New York City time, on August 29, 1996.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Text of Press Release issued by United States
Surgical Corporation on August 30, 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 30, 1996
USS ACQUISITION CORP.
By:/s/ RICHARD A. DOUVILLE
Name: Richard A. Douville
Title: Treasurer
UNITED STATES SURGICAL
CORPORATION
By:/s/ RICHARD A. DOUVILLE
Name: Richard A. Douville
Title: Vice President, Treasurer and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT EXHIBIT NAME
(a)(11) Text of Press Release issued by United States
Surgical Corporation on August 30, 1996.
Exhibit (a)(11)
FOR IMMEDIATE RELEASE: August 30, 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
UNITED STATES SURGICAL CORPORATION EXTENDS
TENDER OFFER FOR CIRCON
NORWALK, Conn.-- United States Surgical Corporation (NYSE:USS)
announced today that it is extending its $18 per share cash tender
offer for all the outstanding common shares of Circon Corporation
(NASDAQ:CCON). The offer, which commenced on August 2, 1996, and was
scheduled to expire on August 29, has been extended through 6:00 p.m.,
New York City time, September 30, 1996. As of 12:00 midnight,
New York City time, on Thursday, August 29, 1996, 6,992,428 shares
of Circon's outstanding common stock had been tendered under the
terms of the offer. The 6,992,428 shares tendered, plus the 1,000,100
shares previously purchased by USS represent 63% of Circon's
outstanding common stock.
Leon C. Hirsch, Chairman and Chief Executive Officer
of United States Surgical Corporation, said, "Our offer continues
to represent an excellent opportunity for Circon's shareholders. We
expect that Circon's management and Board will recognize the business
realities and the sentiments of their own shareholders and conclude
that our offer is compelling."
United States Surgical Corporation is a diversified surgical
products company specializing in technologies that improve patient
care and lower health care costs.
