SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 13
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 13
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 LLP
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, Amendment No. 7
dated October 1, 1996, Amendment No. 8 dated December 16, 1996,
Amendment No. 9 dated December 18, 1996, Amendment No. 10 dated
February 14, 1997, Amendment No. 11 dated June 16, 1997 and
Amendment No. 12 dated July 15, 1997 with respect to the
Purchaser's offer to purchase up to 973,174 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 price of $14.50 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 (the "Offer to Purchase"), as
amended and supplemented by the Supplement thereto, dated
December 18, 1996 (the "First Supplement") and the Second
Supplement thereto, dated June 16, 1997 (the "Second
Supplement"), and the revised Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer").
This Amendment No. 13 to Schedule 14D-1 also constitutes
Amendment No. 13 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 and
Supplement referred to therein.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by the following:
(a) - (b) The Offer expired in accordance with its terms at
12:00 Midnight, New York City time, on July 14, 1997. In
connection therewith, Purchaser accepted for payment 973,174
Shares at a price of $14.50 per share, representing approximately
7.3% of the outstanding Shares. The final proration factor is
21.580386%. Payment for Shares accepted for payment will
commence promptly hereafter.
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: July 22, 1997
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
