SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 5
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 21
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 0
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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
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(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
(the "Schedule 14D-1"), filed with the Securities and Exchange
Commission (the "Commission") on August 5, 1997, as amended by
Amendment No. 1 dated August 12, 1997, Amendment No. 2 dated
August 14, 1997, Amendment No. 3 dated September 25, 1997 and
Amendment No. 4 dated October 16, 1997, with respect to the
Common Stock, par value $0.01 per share, of Circon Corporation, a
Delaware corporation ("Circon" or the "Company"). This Amendment
No. 5 to the Schedule 14D-1 also constitutes Amendment No. 21 to
the Statement on Schedule 13D of the Purchaser and Parent filed
on August 2, 1996, as amended. 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 the Schedule 14D-1 or in the Offer to Purchase
referred to therein.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Schedule 14D-1 is hereby amended and
supplemented by the following:
On October 22, 1997, Parent issued a press release, a copy
of which is attached hereto as Exhibit (a)(22) and is
incorporated herein by reference, relating to the extension of
the Offer until 6:00 p.m., New York City time, on November 25,
1997, unless further extended.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and
supplemented by the following:
(a)(22) Press Release.
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: October 22, 1997
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
-------------------------------
Name: Thomas R. Bremer
Title: Senior Vice President
and General Counsel
EXHIBIT INDEX
EXHIBIT EXHIBIT NAME
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(a)(22) Press Release.
Exhibit (a)(22)
FOR IMMEDIATE RELEASE: October 22, 1997
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
NORWALK, Conn. -- United States Surgical Corporation
(NYSE:USS) announced today that it is extending through
6:00 p.m., New York City time, on November 25, 1997, its cash
tender offer for all the outstanding common shares of Circon
Corporation (NASDAQ:CCON) at a price of $16.50 per share.
As of 6:00 p.m. New York City time on October 21, 1997,
2,647,843 shares of Circon's outstanding common stock had
been tendered to USS under the terms of the offer.
United States Surgical Corporation is a diversified
surgical products company specializing in minimally invasive
technologies that improve patient care and lower health
costs.
