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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest reported event): February 4, 1997
United States Surgical Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-9776 13-2518270
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification Number)
150 Glover Avenue, Norwalk, CT 06856
(Address of principal executive offices)
(203) 845-1000
(Registrant's telephone number, including area code)
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Item 5. Other Events
On February 4, 1997, the Company called for redemption on April 1,
1997, all the issued and outstanding shares of its Series A Convertible
Preferred Stock (Dividend Enhanced Convertible Stock(sm) - DECS(sm)) or
Depositary Shares representing one-fiftieth interests in the Preferred
Stock (the Preferred Stock and the Depositary Shares being collectively
referred to as the "Preferred Stock" or the "DECS"). In accordance with
the original terms of the Offering Memorandum relative to the Series A
Convertible Preferred Stock, the Company will exchange the DECS on
redemption for (i) .523 shares of the Company's $.10 par value Common
Stock (the "Common Stock") per Depositary Share, (ii) an additional
dividend payment in cash in the amount of $.55 per Depositary Share,
and (iii) the accrued quarterly dividend equal to $.55 per Depositary
Share (which will be paid on a pro rated basis in the event of
conversion prior to April 1, 1997). Holders of the DECS may at their
option convert each share of DECS into .953 shares of Common Stock,
rather than accept the redemption, through 5:00 P.M., New York City
time, on April 1, 1997. All DECS that have not been converted prior to
that time will automatically be redeemed. The Company expects that most
holders of the DECS will elect to convert rather than accept
redemption.
Had the DECS been converted into the Common Stock on January 1, 1996,
the effect on the Company's financial statements would have been as
described in this Report.
Item 7. Financial Statements, Pro Forma Financial Information
(b) The pro forma information assumes the preferred stock (DECS)
were converted on January 1, 1996 in total, for 8,870,000
shares of the Company's common stock. In the following pro
forma information there are no preferred stock dividends
accrued in 1996.
Consolidated Statements of Operations
<TABLE>
<CAPTION>
1996 1996
In thousands, except per share data As Reported Pro forma
----------- ---------
<S> <C> <C>
Net income $109,100 $109,100
Preferred stock dividends 19,500 N/A
-------- --------
Net income applicable to common stock $ 89,600 $109,100
======== ========
Average number of common shares outstanding 60,500 69,400
======== ========
Net income per common share
(primary and fully diluted) $ 1.48 $ 1.57
======== ========
</TABLE>
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The pro forma effect on the Company's Consolidated Balance Sheets as reported
would be an increase in cash and cash equivalents by approximately $18.8 million
and a corresponding increase in stockholders' equity by $18.8 million. This
results from the annual savings of preferred stock dividends offset by the
increased common stock dividends on the additional common shares issued upon
conversion of the preferred stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED STATES SURGICAL CORPORATION
Date: March 12, 1997 By: /s/ Richard A. Douville
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Richard A. Douville
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
