SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 7
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 7
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CIRCON CORPORATION
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NAME OF SUBJECT COMPANY
USS ACQUISITION CORP
UNITED STATES SURGICAL CORPORATION
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BIDDERS
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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TITLE OF CLASS OF SECURITIES
172736 10
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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, and Amendment No. 6 dated September 18, 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. 7 to Schedule 14D-1
also constitutes Amendment No. 7 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 supple-
mented as follows:
On September 30, 1996, Parent issued a press release, a copy
of which is attached hereto as Exhibit (a)(17) and is incorporat-
ed herein by reference, relating to the extension of the Offer
until 6:00 p.m., New York City time, on December 13, 1996, unless
further extended. The Offer was scheduled to expire at 6:00
p.m., New York City time, on September 30, 1996.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(17) Text of Press Release issued by United States
Surgical Corporation on September 30, 1996.
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this state-
ment is true, complete and correct.
Dated: October 1, 1996
USS ACQUISITION CORP.
By: /s/ THOMAS R. BREMER
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Name: Thomas R. Bremer
Title: President
UNITED STATES SURGICAL
CORPORATION
By: /s/ THOMAS R. BREMER
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Name: Thomas R. Bremer
Title: Senior Vice President and
General Counsel
EXHIBIT INDEX
EXHIBIT EXHIBIT NAME
(a)(17) Text of Press Release issued by United States
Surgical Corporation on September 30, 1996.
Exhibit (a)(17)
FOR IMMEDIATE RELEASE: September 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
[email protected] [email protected]
UNITED STATES SURGICAL CORPORATION EXTENDS TENDER
OFFER TO ACQUIRE CIRCON FOR $18 PER SHARE IN CASH
NORWALK, Conn. -- United States Surgical Corporation (NYSE:USS)
announced today that it is extending its cash tender offer for all
the outstanding common shares of Circon Corporation (NASDAQ:CCON) at
a price of $18 per share. The offer, which commenced on August 2,
1996, has been extended through 6:00 p.m., New York City time,
December 13, 1996. As of 6:00 p.m., New York City time on September
30, 1996, 7,393,030 shares of Circon's outstanding common stock had
been tendered to USS under the terms of the offer. The 7,393,030
shares tendered, plus the 1,000,100 shares previously purchased by
USS represent 67% of Circon's outstanding common stock.
Leon C. Hirsch, Chairman and CEO of United States Surgical
Corporation said, "Our offer continues to represent an excellent
opportunity for Circon's shareholders. We are pleased that so many
of Circon's shareholders have demonstrated their support by tendering
their shares. We are in court seeking to remove the impediments
Circon has placed between our offer and their shareholders, and look
forward to receiving legal remedy. Meanwhile, we are fully committed
to accomplishing this transaction, and will continue to pursue every
possible avenue for achieving our goal."
United States Surgical Corporation is a diversified surgical
products company specializing in minimally invasive technologies that
improve patient care and lower health care costs.
