SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 8
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 8
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
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
(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, Amendment No.3 dated August 20, 1996, Amendment
No. 4 dated August 30, 1996, Amendment No. 5 dated September 17,
1996, Amendment No. 6 dated September 18, 1996, and Amendment No.
7 dated October 1, 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"), together with any associated
preferred stock purchase rights (the "Rights"), at a decreased
price of $17.00 per Share (and associated Right), 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, as amended (the "Offer to Purchase"). This
Amendment No. 8 to Schedule 14D-1 also constitutes Amendment No.
8 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.
Item 10(f) of Schedule 14D-1 is hereby amended and
supplemented as follows:
On December 16, 1996, Parent issued a press release, a copy
of which is attached hereto as Exhibit (a)(18) and is
incorporated herein by reference, relating to the extension of
the Offer until 6:00 p.m., New York City time, on February 13,
1996, unless further extended, and the lowering of the Offer
price to $17.00 per Share (and associated Right).
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(18) Text of Press Release issued by United States
Surgical Corporation on December 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: December 16, 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)(18) Text of Press Release issued by United States
Surgical Corporation on December 16, 1996.
Exhibit (a)(18)
FOR IMMEDIATE RELEASE: December 16, 1996
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
[email protected] [email protected]
UNITED STATES SURGICAL CORPORATION EXTENDS
TENDER OFFER TO ACQUIRE CIRCON;
REDUCES PRICE TO $17 PER SHARE IN CASH
NORWALK, Conn. -- United States Surgical Corporation (NYSE:USS)
announced today that it is extending through 6:00 p.m., New York City
time, February 13, 1997, its cash tender offer for all the outstanding
common shares of Circon Corporation (NASDAQ:CCON) at a reduced price of
$17 per share. On August 2, 1996, USS commenced an offer to Circon
shareholders of $18 per share, representing a premium of 83% over the
average closing price of Circon's common stock during the previous ten
trading days.
Leon C. Hirsch, chairman and CEO of USS, said, "With the passage
of time, not only has Circon's management been unable to achieve better
operating results, but Circon's performance continues to be below even
historical levels. After adjusting for non recurring items, Circon's
third quarter 1996 performance was well below that of third quarter
1995, based on its SEC filings, with revenues down 8.9%, gross profit
down 9.1% and operating income down 53.4%. This performance
demonstrates that Circon's management has been unable to deliver to
their shareholders the turnaround it has been promising. Moreover,
management has strapped its shareholders with an even greater burden
through the heavy expenditure of $3.2 million for a defense-related
charge."
USS believes Circon's management would need to achieve
extraordinary operating improvements in order for Circon's stock
trading price to equal USS' offer; that seems highly unlikely given
Circon's historical record. Assuming an industry average
price/earnings ratio of 16 times, Circon management would need to
deliver earnings per share (EPS) of $1.22 one year from now in order to
equal the present value of today's $17 offer. To do this, Circon would
need to improve operating margins to over 20% (vs. 6.1% today) at
current sales levels, or increase sales to $500 million (an increase of
225% over the latest twelve months) at today's margins. Alternatively,
if Circon improved both its sales and margins, Circon would, for
example, still need to increase revenues by over 50% and more than
double margins to over 13% to achieve EPS of $1.22 or achieve a
combination of what USS believes are other equally improbable
improvements.
Shareholders rallied behind USS' $18 per share offer by tendering
80% of the shares of Circon's common stock not owned by Circon's
management and Board, based on their 1996 June 10-Q and proxy
statement. In response to the offer, Circon management decided it was
paramount to protect its own interests and installed anti-takeover
provisions, including a poison pill and potentially costly golden
parachutes, and stated that USS' $18 per share offer did not reflect
Circon's long term value and that management needed additional time to
implement its operating plan.
Mr. Hirsch stated further, "We still firmly believe this merger is
in the best interest of both companies and their respective
shareholders; however, recent results suggest that Circon's management
has been unable to deliver to its shareholders improved financial
performance. USS can no longer justify to its shareholders -- absent
the ability to review and discuss with Circon's management its
operating plan -- an offer of $18 per share and, therefore, is
compelled to reduce its offer to $17 per share, a price which
represents a 73% premium over Circon's average trading price for the
ten trading days preceding our original offer. At $17 per share,
Circon has a price/earnings ratio of over 100 times trailing twelve
months' earnings. USS' tender offer is the major reason for this huge
multiple. USS continues to be interested in meeting with Circon's
management to give them an opportunity to demonstrate any additional
value which should be considered in our offer."
Within the past ten days, USS again offered to meet with Circon's
management to discuss in detail proposals for the merger and USS'
valuation of Circon. They refused such a meeting, stating that Circon
was not for sale.
As of 6:00 p.m. New York City time on December 13, 1996, 7,726,701
shares of Circon's outstanding common stock had been tendered to USS
under the terms of the offer. The 7,726,701 shares tendered, plus the
1,000,100 shares previously purchased by USS, represent 79% of the
shares of Circon's common stock not owned by Circon's management and
Board, based on their 1996 September 10-Q and June proxy.
United States Surgical Corporation is a diversified surgical
products company specializing in minimally invasive technologies that
improve patient care and lower health care costs.
