<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ,
1997
REGISTRATION STATEMENT NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
UNITED STATES SURGICAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 13-2518270
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
150 GLOVER AVENUE, NORWALK, CONNECTICUT 06856
(203) 845-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
THOMAS R. BREMER
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
UNITED STATES SURGICAL CORPORATION
150 GLOVER AVENUE
NORWALK, CONNECTICUT 06856
(203) 845-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: from time
to time after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
=============================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED* PER SHARE* OFFERING PRICE* REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
Common Stock, par value $.10 per
share.............................. shares $[ ] $140,000,000 $42,424.24
=============================================================================================================
</TABLE>
* The number of shares to be registered is to be calculated pursuant to a
formula contained in the Agreement and Plan of Merger dated February 4, 1997,
as amended, by and among registrant, USSC Del Medical, Inc. and Progressive
Angioplasty Systems, Inc. Such number will be included in an amendment to this
registration statement. The registration fee is based upon the dollar amount
of securities being registered pursuant to Rule 457(o).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE> 2
PROSPECTUS
[LOGO]
UNITED STATES SURGICAL CORPORATION
SHARES OF COMMON STOCK
------------------------
This prospectus relates to shares of Common Stock, par value $.10
per share (the "Common Stock") of United States Surgical Corporation, a Delaware
Corporation ("USSC" or the "Company"), which may be offered by the persons
listed under the heading "Selling Stockholders". The Common Stock has been
acquired by the Selling Stockholders as consideration in connection with an
acquisition of their interests in a privately held company (the "Transaction").
The Common Stock may be offered for sale by the Selling Stockholders from time
to time in ordinary brokerage transactions on the New York Stock Exchange, Inc.
(the "New York Stock Exchange") at market prices prevailing at the time of the
sale or in one or more negotiated transactions at prices acceptable to the
respective Selling Stockholders. In addition, the Common Stock may be sold
through or to brokers in the over-the counter market, and such brokers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders and/or the purchasers of the shares of Common Stock
offered hereby for whom such brokers may act as agent or to whom they may sell
as principals or both (which compensation as to a particular broker might be in
excess of customary commissions). See "Plan of Distribution."
The Common Stock is listed on the New York Stock Exchange. On
, 1997, the last sale price of USSC Common Stock as reported on
the New York Stock Exchange was $ per share.
SEE DISCUSSION AS TO RISK FACTORS ON PAGE 4 OF THIS PROSPECTUS.
The Selling Stockholders and any broker-dealers, agents or underwriters
that participate with the Selling Stockholders in the distribution of shares of
Common Stock offered hereby may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, as amended (the
"Securities Act"), and any commissions received by them and any profit on the
resale of the shares of Common Stock offered hereunder and purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act.
See "Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS . ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
No dealer, salesman or any other person has been authorized to give any
information or to make any representation other than as contained herein in
connection with the offering contained in this Prospectus and, if given or made,
such information or representation must not be relied upon. This Prospectus does
not constitute an offering by the Selling Stockholders of any securities other
than those to which it relates or in any jurisdiction in which such offering may
not lawfully be made. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company or the information herein since the
date hereof.
------------------------
The date of this Prospectus is , 1997.
<PAGE> 3
AVAILABLE INFORMATION
USSC is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information,
as of particular dates, concerning directors and officers, their remuneration,
options granted to them, the principal holders of securities of USSC and any
material interest of such persons in transactions with USSC, is distributed to
stockholders of USSC, and filed with the Commission. Such reports, proxy
statement and other information can be inspected and copied at the office of the
Commission at prescribed rates, at Room 1024, 450 Fifth Street N.W., Washington,
D.C. 20549; Room 3190, Kluczynski Federal Building, 230 South Dearborn Street,
Chicago, Illinois 60604; and 14th Floor, 75 Park Place, New York, New York
10007. The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding Registrants that file
electronically with the Commission. The address of the Commission's Web site is
http://www.sec.gov. Such reports, proxy statements and other information
concerning USSC also may be inspected at the offices of the New York Stock
Exchange, Inc., on which the Company's Common Stock is listed.
This Prospectus, which constitutes part of a registration statement (the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"), omits certain of the
information contained in the Registration Statement. Reference is hereby made to
the Registration Statement and to the exhibits relating thereto for further
information with respect to the Company. Statements contained herein concerning
the provisions of documents are necessarily summaries of such documents and each
such statement is qualified in its entirety by reference to the copy of the
applicable documents filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents that have been filed by the Company with the
Commission (located in SEC File No. 1-9776) are hereby incorporated by reference
in this Prospectus and made a part hereof:
(i) Annual Report on Form 10-K for the year ended December 31, 1996;
(ii) Current Report on Form 8-K filed March 13, 1997;
(iii) Quarterly Reports on Form 10-Q for the quarter ended March 31,
1997 and for the quarter ended June 30, 1997;
(iv) The description of the Company's Common Stock contained in the
Form 8-B Registration Statement declared effective by the Commission on
August 3, 1990, as amended by the Certificate of Amendment to the Company's
Certificate of Incorporation filed as Exhibit 3(e) to Item 14c of (i)
above.
In addition, all documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to (a) the filing of a post-effective amendment that indicates that
all Common Stock offered hereby has been sold or which deregisters all Common
Stock then remaining unsold, or (b) the termination of the offering of the
Common Stock, shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the respective dates of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, at the request of any such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such documents). Written or telephone requests should be directed to Pamela
2
<PAGE> 4
Komenda, Corporate Secretary, United States Surgical Corporation, 150 Glover
Avenue, Norwalk, Connecticut 06856, telephone (203) 845-1290.
Statements in this Prospectus which are not historical may be forward
looking, involving risks and uncertainties, and may or may not be realized by
the Company. The Company undertakes no duty to update any such forward looking
statements. Many factors could cause actual results to differ from these forward
looking statements, including loss of market share through competition,
introduction of competing products by other firms, pressure on prices from
competition or purchasers of the Company's products, regulatory obstacles to
introduction of new products which are important to the Company's growth, lack
of acceptance of new products by the health care market, slow rates of
conversion by surgeons to procedures which utilize the Company's products,
changes in distribution of the Company's products, consolidation in the health
care market, and interest rate and foreign exchange fluctuations.
3
<PAGE> 5
RISK FACTORS
Prior to making an investment decision with respect to the shares of Common
Stock offered hereby, prospective investors should carefully consider the
specific factors set forth below, together with all of the other information
appearing herein or incorporated by reference herein, in light of their
particular investment objectives and financial circumstances.
COMPETITION
There is intense competition in the markets in which USSC engages in
business and no assurance can be given as to USSC's competitive position. The
impact of competition will likely have a continuing effect on sales volumes and
on prices charged by USSC. In addition, increased cost consciousness has revived
competition from reusable instruments, but the Company cannot predict the extent
to which reusable instruments will competitively impact USSC. USSC, however,
also offers reusable instruments.
HEALTH CARE MARKET
The health care industry continues to undergo change, led primarily by
market forces which are demanding greater efficiencies and reduced costs.
Federal government proposed health care mandates in the United States have not
occurred, and it is unclear whether, and to what extent, any future government
mandate will affect the domestic health care market. Industry led changes are
expected to continue irrespective of any governmental efforts toward health care
reform. The scope and timing of any further government sponsored proposals for
health care reform are presently unclear.
The primary trend in the health care industry is toward cost containment.
Payors and managed care organizations have been able to exercise greater
influence through managed treatment and hospitalization patterns, including a
shift from reimbursement on a retrospective basis to prospective limits for
patient treatment. Hospitals have been severely impacted by the resulting cost
restraints and are competing for business and becoming more sophisticated in
management and marketing. The increasing use of managed care, centralized
purchasing decisions, consolidations among hospitals and hospital groups, and
integration of health care providers are continuing to affect purchasing
patterns in the health care system. Purchasing decisions are often shared by a
coalition of surgeons, nursing staff, materials managers, and hospital
administrators, with purchasing decisions taking into account whether a product
reduces the cost of treatment and/or attracts additional patients to a hospital.
Changes in the health care industry and the trend toward cost containment, along
with competition, have contributed to continuing reductions in prices for USSC's
products and, in the near term, to slower acceptance of more advanced surgical
procedures in which USSC's products are used, given hospitals and surgeons
concerns as to the costs of training and reimbursement by payors. While USSC is
implementing programs to assist hospitals in cost containment through more
efficient surgical practices and application of minimally invasive surgery,
there can be no assurance that USSC will not continue to be adversely affected
by these matters.
The costs of training for newer, more complicated procedures and concerns
as to reimbursement for newer procedures in view of changes in the health care
system have affected the rate at which the surgical community is learning the
more advanced laparoscopic procedures. More advanced applications of laparoscopy
may become specialized rather than practiced broadly by the general surgical
community. In addition, specialty surgeons may not be experienced in minimally
invasive surgery and may require familiarization with this approach prior to
acceptance in their practices.
An undue focus on discrete costs or similar limits which fails to consider
the overall value of minimally invasive surgery could adversely impact USSC, and
there can be no assurance as to the impact of cost containment on future
operations. Some hospitals may also lose per night revenues through reduced
post-operative care requirements as to procedures performed by laparoscopy,
which could influence their acceptance of newer procedures. In addition, the
rapid changes in the market for surgical devices, along with competition, could
affect both prices and volumes of sales.
4
<PAGE> 6
DIVERSIFICATION STRATEGY
Although USSC believes that new areas of surgical practice it is entering
offer significant opportunities for revenue growth and profitability,
considerable risks may be involved and there can be no assurance that favorable
results will be achieved. Costs of acquiring or developing technologies or
instruments for use in specialty applications may be significant, which could
adversely affect both near term and longer term results if successful products
are not developed and introduced. In addition, considerable competition exists
for products used in these surgical specialties, including competitors
developing other techniques and from sources of more traditional products.
Further, acceptance of newer techniques, even with demonstrated clinical
advantages, may be slow given concerns as to expenditures for newer practices by
health care payors and requirements for extensive training with newer
approaches.
While USSC believes its products may be useful in coronary surgery,
surgeons practicing in this field have not traditionally performed minimally
invasive surgery or used disposable instruments extensively and no assurance can
be given as to the acceptance of such products or techniques in this area.
USSC expects intense competition in sales of products for specialty
surgical applications. A broad range of companies, including the Ethicon
division of Johnson & Johnson, presently offer products for use in
cardiovascular, urologic, orthopedic, and oncological procedures. Many of such
companies have significantly greater capital than USSC and are expected to
devote substantial resources to development of other new technologies which
would be competitive with products which USSC may offer. There are also a number
of smaller companies engaged in the development of surgical specialty devices,
and products developed by such firms could present additional competition.
BUSINESS OF USSC
USSC is a Delaware corporation which develops, manufactures and markets a
proprietary line of technologically advanced surgical products, specializing in
minimally invasive technologies, which are designed to improve patient care and
reduce healthcare costs. USSC also sells to distributors, domestically and
internationally. USSC currently operates domestically and internationally
through subsidiaries, branches and divisions.
USSC manufactures and markets innovative mechanical products for the wound
closure market. In this category, its principal products consist of a series of
surgical stapling instruments (both disposable and reusable), disposable
surgical clip appliers and disposable loading units ("DLUs") for use with
stapling instruments. The instruments are an alternative to manual suturing
techniques utilizing needle/suture combinations and enable surgeons to reduce
blood loss, tissue trauma and operating time while joining internal tissue,
reconstructing or sealing off organs, removing diseased tissue, occluding blood
vessels and closing skin, either with titanium, stainless steel, or proprietary
absorbable POLYSORB(TM) copolymer staples or with titanium, stainless steel, or
absorbable POLYSURGICLIP(TM) clip appliers with copolymer clips. Surgical
stapling also makes possible several surgical procedures which cannot be
achieved with surgical needles and suturing materials. The disposable
instruments and DLUs are expended after a single use or, in the case of
reloadable disposable instruments, after a single surgical procedure.
USSC manufactures and markets specialized wound management products
designed for use in the field of laparoscopic (also referred to as endoscopic)
surgery. This minimally invasive surgical technique requires incisions in the
patient of up to one-half inch through which various procedures are performed
using laparoscopic instruments inserted through ports known as trocars, and
optical devices, known as laparoscopes, for viewing inside the body cavity.
Laparoscopy generally provides patients with significant reductions in post-
operative hospital stay, pain, recuperative time and hospital costs, with
improved cosmetic results, and with the ability to return to work and normal
life in a shorter time frame. USSC has developed and markets disposable surgical
clip appliers and stapling instruments designed for laparoscopic uses in a
variety of sizes and configurations. USSC's products in this area also include
trocars and a line of instruments which allows the surgeon to see, cut, clamp,
retract, suction, irrigate or otherwise manipulate tissue during a laparoscopic
procedure. USSC also designs and markets laparoscopes. Applications for
minimally invasive surgery
5
<PAGE> 7
currently include cholecystectomy (gall bladder removal), hysterectomy, hernia
repair, bladder suspension for urinary stress incontinence, anti-reflux
procedures for correction of heartburn, and various forms of bowel, stomach,
gynecologic, urologic, and thoracic (chest) surgery.
Laparoscopic products are offered individually, in pre-assembled kits and
in custom kits designed for specific surgical procedures such as
cholecystectomy, hernia repair, laparoscopically assisted vaginal hysterectomy,
bowel and other procedures. Kits are intended to offer the surgeon and operating
room staff convenience and ease of accessibility to instruments, and provide a
cost efficient means of purchasing USSC 's products for hospital materials
management departments.
Numerous studies have shown that, in addition to reduced patient recovery
time, laparoscopy is a safe and efficacious technique. However, and particularly
in more complex surgical procedures, surgeons must receive adequate training
before achieving competency to perform laparoscopy. USSC supports certification
of surgeons in this technique to ensure that USSC's products are used properly.
USSC offers certain of its products in both disposable and reusable
versions. Disposable instruments, as described in the preceding paragraphs,
reduce the user's capital investment, eliminate the risks and costs associated
with maintenance, sterilizing and repair of reusable instruments, and provide
the surgeon with a new sterile instrument for each procedure, offering more
efficacious and safer practice for both patients and operating room personnel.
Reusable instruments provide an alternative for surgeons and hospitals
preferring this approach. The Company also offers resposable versions of certain
instruments, in which certain components may be reused, offering the advantages
of disposable devices with cost savings realized through multiple use of parts
of the instrument.
USSC continues to expand manufacturing and marketing of its line of sutures
products, which was introduced in 1991. USSC believes that sutures, which
represent a major portion of the wound closure market, are a natural complement
to its other wound management products. This market is currently dominated by
other manufacturers. Although USSC believes that its share of the suture market
increased last year, there can be no assurance that its market share will
continue to increase or that USSC will realize significant market share in the
near future.
USSC believes it could potentially benefit from the health care industry
trend toward cost containment and on managed care. Stapling and minimally
invasive surgery decrease operating room time including patient time under
anesthesia, patient recovery time and in many cases are highly cost effective.
Doctors, patients, employers and payors all value decreased patient recovery
time. This could lead to potential increases in volume as surgical stapling and
minimally invasive procedures are selected over alternative techniques. USSC is
adapting itself to this new environment by promoting the cost effectiveness of
its products, by striving to efficiently produce the highest quality products at
the lowest cost, and by assisting hospitals and payors in achieving meaningful
cost reductions for the health care system while retaining the quality of care
permitted by USSC's products.
USSC has taken steps to diversify beyond the general surgery market and
explore new growth areas in surgery where it can utilize its manufacturing
expertise, research and development experience and the skills of its sales
force. To this end, USSC is building a line of surgical specialty
instrumentation and technology for cardiovascular, oncological, urological and
orthopedic procedures. USSC believes that minimally invasive instrumentation and
more advanced techniques can be applied to these specialty practices. USSC plans
to obtain such technologies through internal research and development and by
acquiring, investing in, or creating alliances with, other firms or persons who
have developed such technology.
The Company is continuing development of technology in women's healthcare
with its first new system which is designed for a comprehensive approach to
breast care. The Company's ABBI system, incorporating a stereotactic table and
the Company's ABBI system biopsy device, is used to perform core needle and
needle localization for advanced breast biopsy. This system allows a one-step,
minimally invasive process for breast biopsy, offering the surgeon increased
accuracy and control, and helping hospitals reduce procedural and operating room
costs. The one piece larger specimen obtained by the ABBI system provides
pathologists with
6
<PAGE> 8
pattern recognition which aids in the diagnosis of different cancers and
facilitates physicians' decision making for improved results. The Company offers
the stereotactic tables under a strategic alliance with Lorad, a unit of Trex
Medical Corporation and a leading manufacturer of stereotactic equipment.
USSC continually explores and conducts discussions with regard to
acquisitions and other strategic corporate transactions. USSC currently has no
agreements, commitments or understandings with respect to any particular
transactions. However, USSC has pending an all cash tender offer for all
outstanding shares of Circon Corporation ("Circon"), a California based surgical
device manufacturer. USSC currently owns 14.8% of the outstanding shares of
Circon. The offer was not solicited by Circon and was made in the form of a
tender offer directly to Circon's stockholders. Circon has recommended that its
shareholders not accept the offer and has implemented various defensive measures
designed to prevent acceptance by USSC of tendered shares. USSC can not predict
whether it will be successful in acquiring Circon or the time period in which
any transaction will be concluded or abandoned. At present, the tender offer
expires on September 25, 1997, and could be extended, revised, or terminated. If
the offer were concluded on the current terms of the tender offer, USSC
estimates that the cost of the tender offer would be approximately $210 million.
The source of funds for payment of the purchase price in this cash offer would
be committed credit facilities, cash on hand and cash generated from future
operations. No assurance can be given with respect to the timing, likelihood or
financial or business effect of any other possible transaction.
The Common Stock which may be offered for sale by the Selling Stockholders
under this prospectus was acquired in connection with the Agreement and Plan of
Merger dated February 4, 1997 by and among registrant, USSC Del Medical, Inc.
and Progressive Angioplasty Systems, Inc. ("PAS") (the "Agreement"), as amended
by the first amendment dated August 6, 1997 (the "First Amendment") (the
Agreement and the First Amendment, the other instruments and documents
contemplated thereunder, hereafter collectively referred to as the "Merger
Agreement"). Set forth below is a brief description of the principal financial
terms of the Merger Agreement which is qualified in its entirety by reference to
the Merger Agreement.
Pursuant to the Merger Agreement, on the effective date of the merger (the
"Effective Date"), USSC Del Medical, Inc., a wholly-owned subsidiary of the
registrant merged with and into PAS. As a result, PAS, the surviving entity,
became a wholly-owned subsidiary of registrant. On the Effective Date, the
shareholders of PAS received shares of USSC Common Stock with a value
of $ . The obligation to issue shares upon exercise of PAS Options has
been assumed by USSC. Under this obligation, USSC may issue up to shares of
USSC Common Stock.
In addition PAS stockholders will be entitled to receive USSC Common Stock
based on the achievement by USSC, PAS or any of their affiliates of certain
specified milestones, the aggregate value of which will not be greater than
$25,000,000 ("Aggregate Milestone Consideration"). On the Effective Date,
$3,000,000 of the Aggregate Milestone Consideration has been earned. PAS
stockholders will also be entitled to receive USSC Common Stock based upon the
achievement by USSC, PAS or any of their affiliates through December 31, 2003 of
certain amounts of net sales of catheters, stents and radiation products
specifically embodying PAS's proprietary technology as of February 4, 1997, the
aggregate value of which will not be greater than $50,000,000 ("Aggregate Earn
Out Consideration"). In addition, in the event USSC becomes acquired by, or
merges with, certain third parties, or any successor to any such companies, PAS
stockholders shall be entitled to receive USSC Common Stock, or any equivalent
amount of common stock of the entity resulting from such a transaction, to the
extent the amount then paid or payable as Aggregate Milestone Consideration and
Aggregate Earn Out Consideration is less than the maximum amounts payable under
the Merger Agreement as Aggregate Milestone Consideration and Aggregate Earn Out
Consideration.
On a preliminary basis, it is anticipated that the purchase price payable
under the Merger Agreement will be primarily allocated to fixed assets, patents
and goodwill.
Except where the context otherwise requires, the term Company includes
USSC's subsidiaries, branches and divisions. USSC's principal executive offices
are located at 150 Glover Avenue, Norwalk, Connecticut 06856; telephone (203)
845-1000.
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USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of Common
Stock being offered by this Prospectus.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the Selling
Stockholders' beneficial ownership of the Company's Common Stock as of the
closing of the Transaction. Except as otherwise indicated in this Prospectus,
the Selling Stockholders have not had a material relationship with the Company
within the past three years other than as a result of the Transaction. The
numbers set forth in the column "Shares Offered Hereby" below constitute all of
the shares of Common Stock that the Selling Stockholders may distribute in the
offering; however, there are currently no agreements, arrangements or
understandings with respect to the sale of any of such shares and the table
below assumes the sale of all shares of Common Stock received in the transaction
and held by the Selling Stockholders. The shares of Common Stock offered hereby
are being registered to permit public secondary trading of such shares, and the
Selling Stockholders may offer such shares for resale from time to time. See
"Plan of Distribution."
On , 1997, the Company issued shares of Common Stock
to the selling stockholders listed below (collectively, "Selling Stockholders")
pursuant to the Transaction. Additional shares of Common Stock may be issued to
the Selling Stockholders in the future dependent upon the achievement of certain
goals and under certain other payment provisions.
<TABLE>
<CAPTION>
SHARES
COMMON SHARES OF
STOCK COMMON
BENEFICIALLY STOCK
OWNED PRIOR SHARES BENEFICIALLY
TO THE OFFERED OWNED AFTER
NAME OF SELLING SHAREHOLDER OFFERING HEREBY THE OFFERING(1)
- --------------------------------------------------------- ----------- ------- ---------------
<S> <C> <C> <C>
Bruce Addis.............................................. 0
Ellen Beaumont........................................... 0
John E. Bramfitt and Pamela I. Bramfitt, Co-Trustees FBO
Bramfitt Family Trust U/A/D/ 01/20/93.................. 0
John H. Bunch............................................ 0
Jeffrey P. Callister..................................... 0
Catherine Diez-Luckie.................................... 0
Neal Eigler.............................................. 0
Hartmut & Maria Eysell, JT TEN........................... 0
Mark D. Milani, Trustee of the Gabriela M. Hess Trust
U/T/A/ dated November 30, 1994......................... 0
Robert Hess and Rosemarie Hess, Trustees FBO Hess Family
Trust U/A/D/ dated 8/3/89.............................. 0
Mark D. Milani, Trustee of the Verona K. Hess 1994 Trust
U/T/A/ dated November 30, 1994......................... 0
William B. Hess.......................................... 0
Litvack-Curtis Children's Trust, Robert Harabedian,
Trustee................................................ 0
Frank Litvack............................................ 0
Judy Litvack Ravinsky.................................... 0
Yoh Chie Lu.............................................. 0
Paul McCormick........................................... 0
Nathan Ramaswami......................................... 0
Lisa Rauh................................................ 0
Nancy Shanley............................................ 0
Fred Zuber............................................... 0
</TABLE>
8
<PAGE> 10
<TABLE>
<CAPTION>
SHARES
COMMON SHARES OF
STOCK COMMON
BENEFICIALLY STOCK
OWNED PRIOR SHARES BENEFICIALLY
TO THE OFFERED OWNED AFTER
NAME OF SELLING SHAREHOLDER OFFERING HEREBY THE OFFERING(1)
- --------------------------------------------------------- ----------- ------- ---------------
<S> <C> <C> <C>
Fukuda Denshi Co., Ltd................................... 0
Arnhold & S. Bleichroeder, Inc. (for Michelle Drasher)... 0
Arnhold & S. Bleichroeder, Inc. (for First Eagle Fund,
NV).................................................... 0
Arnhold & S. Bleichroeder, Inc. (for Gary Fuhrman)....... 0
Arnhold & S. Bleichroeder, Inc. (for Harold Levy)........ 0
Stephen Aiello........................................... 0
AS Fansea................................................ 0
Howard Berlin............................................ 0
John Bohan............................................... 0
David L. Cohen........................................... 0
Bryan C. Donohue, M.D.................................... 0
Michael Dovey............................................ 0
Paine Webber in Trust of the Jonathan Edelson IRA........ 0
Evelin Eigler, Trustee of the Seldon Baker Trust......... 0
Stuart M. Essig.......................................... 0
John S. Geis............................................. 0
Claudio Gibelli.......................................... 0
GSAM Oracle Fund, Inc.................................... 0
Hare & Co................................................ 0
William M. Helvey, M.D................................... 0
John B. Henneman, III.................................... 0
Steven Hochberg.......................................... 0
Hoegh Invest AS.......................................... 0
Alice Jack............................................... 0
Earl L. and Julia Ender Jackson as Community Property.... 0
FBO Ronald P. Karlsberg Cardiovascular Group of Southern
California 401(k) Profit Sharing Plan DTD 1/1/89....... 0
Gerald T. Keusch......................................... 0
Kurt H. Kruger........................................... 0
Jack Litvack............................................. 0
Patrick A. McBrayer...................................... 0
J. Casey McGlynn......................................... 0
MedCap I Corp............................................ 0
David Moyne.............................................. 0
David B. Musket.......................................... 0
Cowen & Co., Custodian FBO David B. Musket SEP IRA....... 0
August J. Neudecker...................................... 0
Och-Ziff Capital Management, L.P......................... 0
Daniel P. Paduano........................................ 0
PAS/ACT, LLC (Easton Capital)............................ 0
Munro W. Pitt............................................ 0
ProMed Partners, L.P..................................... 0
</TABLE>
9
<PAGE> 11
<TABLE>
<CAPTION>
SHARES
COMMON SHARES OF
STOCK COMMON
BENEFICIALLY STOCK
OWNED PRIOR SHARES BENEFICIALLY
TO THE OFFERED OWNED AFTER
NAME OF SELLING SHAREHOLDER OFFERING HEREBY THE OFFERING(1)
- --------------------------------------------------------- ----------- ------- ---------------
<S> <C> <C> <C>
Prudential Securities C/F Colin Morris A/C AA-R54811..... 0
Randall Rose............................................. 0
Clinton T. Rubin (SUNY -- Stony Brook)................... 0
J. Curt Schnackenberg.................................... 0
Lorraine A. Schwarz...................................... 0
Dieter Stoeckel.......................................... 0
Lawrence J, Tedesco, Sr.................................. 0
The Travelers Indemnity Company.......................... 0
The Travelers Insurance Company.......................... 0
The Travelers Life and Annuity Company................... 0
The Phoenix Insurance Company............................ 0
Westfield Performance Fund, L.P.......................... 0
WS Investment Company 96A................................ 0
Wilson, Sonini, Goodrich & Rosati Profit Sharing Plan,
Mario M. Rosati and Douglas M. Laurice, Trustees, FBO
J. Casey McGlynn....................................... 0
</TABLE>
- ---------------
(1) Assumes sale of all shares of Common Stock offered hereby and no other
purchases or sales of Common Stock. See "Plan of Distribution."
The Company and the Selling Stockholders have agreed to indemnify each
other against certain civil liabilities under the Securities Act.
PLAN OF DISTRIBUTION
The distribution of the Common Stock by the Selling Stockholders may be
effected from time to time in ordinary brokerage transactions on the New York
Stock Exchange or other exchanges at market prices prevailing at the time of
sale or in one or more negotiated transactions at prices acceptable to the
respective Selling Stockholders. In addition, the Selling Stockholders may sell
the Common Stock through or to brokers or dealers in the over-the-counter
market, or through underwriters. At the time a particular offer of shares of
Common Stock is made, to the extent required, a supplemental Prospectus will be
distributed which will set forth the number of shares being offered and the
terms of the offering including the name or names of any underwriters, dealers
or agents, the purchase price paid by any underwriter for the shares of Common
Stock purchased from the Selling Stockholders, any discounts, commissions and
other items constituting compensation from the Selling Stockholders and any
discounts, concessions or commissions allowed or reallowed or paid to dealers.
In connection with any transaction involving the shares of Common Stock,
broker-dealers or others may receive from the Selling Stockholders, and may in
turn pay to other broker-dealers or others, compensation in the form of
commissions, discounts or concessions in amounts to be negotiated at the time
(which compensation may be in excess of customary commissions). Broker-dealers
and any other persons participating in a distribution of the shares of Common
Stock offered hereby may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such distribution, and any such
commissions, discounts or concessions may be deemed to be underwriting discounts
or commissions under the Securities Act.
Any or all of the sales or other transaction involving the shares described
above, whether effected by the Selling Stockholders, any broker-dealer or
others, may be made pursuant to this prospectus. In addition, any
10
<PAGE> 12
shares of Common Stock offered hereby that qualify for sale pursuant to Rule 144
under the Act may be sold under Rule 144 rather than pursuant to this
prospectus.
In order to comply with the securities laws of certain states, if
applicable, the shares of Common Stock offered hereby may be sold in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states the shares of Common Stock offered hereby may not be
sold unless it has been registered or qualified for sale or an exemption from
registration or qualification requirements is available and is complied with.
The Selling Stockholders and any person engaged in the distribution of the
shares of Common Stock offered hereby will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including, without
limitation, Regulation M, which provisions may limit the timing of purchases and
sales of shares of the shares of Common Stock offered hereby by the Selling
Stockholders.
The Company will bear all expenses of the offering, except that the Selling
Stockholders will pay any applicable brokerage fees or commissions and transfer
taxes.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock offered hereby have
been passed upon for the Company by Thomas R. Bremer, Senior Vice President and
General Counsel, USSC, 150 Glover Avenue, Norwalk, Connecticut 06856. Mr. Bremer
may be deemed to own beneficially 249,710 shares of USSC, including 234,333
shares which are subject to options exercisable within 60 days from the date of
this prospectus.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1996 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and has been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
11
<PAGE> 13
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be incurred in connection with the issuance and
distribution of the securities covered by this Registration Statement, all of
which will be paid by the Registrant, are as follows:
<TABLE>
<S> <C>
Registration Fee................................................. $42,424.24
Printing and Engraving Expenses.................................. 500.00
NYSE Fee.........................................................
Accounting Fees and Expenses..................................... 10,000.00
Legal Fees and Expenses.......................................... 5,000.00
Miscellaneous.................................................... 1,000.00
----------
Total.................................................. $
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subject to certain procedures and limitations set forth therein, the
Delaware General Corporation law permits the Company to indemnify any person
against expenses (including attorney's fees), judgments, fines and settlements
actually and reasonably incurred in connection with any threatened, pending, or
completed action, suit or proceeding in which such person was, is, or is
threatened to be made a party by reason of his being or having been a director,
officer, employee or agent of the Company, if he or she acted in good faith and
in a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Company and, with respect to any criminal action or proceeding,
if he or she had no reasonable cause to believe his or her conduct was unlawful.
The statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors or
otherwise. The Company's By-laws generally state that the Company's officers,
directors, employees and agents shall be provided the indemnification permitted
under the Delaware statute.
The Company maintains a directors and officers liability insurance policy
which provides for the payment of certain liabilities and expenses and for
reimbursement to the Company of indemnification payments made by the Company to
its officers and directors.
ITEM 16. EXHIBITS.
<TABLE>
<S> <C>
(5) Opinion of Thomas R. Bremer -- Filed herewith.
(15) Letter re Unaudited Interim Financial Information.
(23)(a) Consent of Deloitte & Touche LLP -- Filed herewith.
(b) Consent of Thomas R. Bremer -- Included in Exhibit 5.
(24) Powers of Attorney -- Filed herewith.
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10 (a) (3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
II-1
<PAGE> 14
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement;
(2) That, for the purpose for determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Corporation's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in that Act and is,
therefor, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Corporation of expenses incurred
or paid by a director, officer or controlling person of the Corporation in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE> 15
SIGNATURES
Pursuant to the Requirements of the Securities Act of 1933, registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-3 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Norwalk, State of Connecticut, on the 21st day of August, 1997.
UNITED STATES SURGICAL CORPORATION
(Registrant)
By: /s/ THOMAS R. BREMER
------------------------------------
Thomas R. Bremer
Senior Vice President and General
Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- -------------------------------------- ----------------
<C> <S> <C>
* Chairman of the Board and Chief August 21, 1997
- ------------------------------------- Executive Officer (Principal
(Leon C. Hirsch) Executive Officer) and Director
* Director August 21, 1997
- -------------------------------------
(Julie K. Blake)
* Director August 21, 1997
- -------------------------------------
(John A. Bogardus, Jr.)
* Director August 21, 1997
- -------------------------------------
(Thomas R. Bremer)
* Director August 21, 1997
- -------------------------------------
(Turi Josefsen)
* Director August 21,1997
- -------------------------------------
(Douglas L. King)
* Director August 21, 1997
- -------------------------------------
(William F. May)
* Director August 21, 1997
- -------------------------------------
(James R. Mellor)
* Director August 21, 1997
- -------------------------------------
(Howard M. Rosenkrantz)
* Director August 21, 1997
- -------------------------------------
(Barry D. Romeril)
* Director August 21, 1997
- -------------------------------------
(Marianne Scipione)
* Director August 21, 1997
- -------------------------------------
(John R. Silber)
</TABLE>
II-3
<PAGE> 16
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- -------------------------------------- ----------------
<C> <S> <C>
* Senior Vice President and August 21,1997
- ------------------------------------- Chief Financial Officer
(Richard A. Douville) (Principal Financial Officer)
* Vice President and Controller August 21,1997
- ------------------------------------- (Principal Accounting Officer)
(Joseph C. Scherpf)
- --------------------
*By Power of Attorney
</TABLE>
II-4
<PAGE> 17
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................................................................. 2
Incorporation of Certain Documents by Reference....................................... 2
Risk Factors.......................................................................... 4
Business of USSC...................................................................... 5
Use of Proceeds....................................................................... 8
Selling Stockholders.................................................................. 8
Plan of Distribution.................................................................. 10
Legal Matters......................................................................... 11
Experts............................................................................... 11
</TABLE>
UNITED STATES SURGICAL CORPORATION
Shares
Common Stock
(par value $.10 per share)
<PAGE> 18
EXHIBIT INDEX
-------------
Exhibit
No. Description
------- -----------
(5) Opinion of Thomas R. Bremer -- Filed herewith.
(15) Letter re Unaudited Interim Financial Information.
(23)(a) Consent of Deloitte & Touche LLP -- Filed herewith.
(b) Consent of Thomas R. Bremer -- Included in Exhibit 5.
(24) Powers of Attorney -- Filed herewith.
<PAGE> 1
EXHIBIT 5
August 21, 1997
United States Surgical Corporation
150 Glover Avenue
Norwalk, Connecticut 06856
Dear Sirs:
I refer to the Registration Statement on Form S-3 (the "Registration
Statement") to be filed by United States Surgical Corporation, a Delaware
corporation (the "Company"), on or about the date hereof with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of shares of the Company's common stock, par value $.10 per
share (the "Common Stock"), for resale by the Selling Stockholders included in
such Registration Statement.
I am familiar with the Certificate of Incorporation and By-laws of the
Company and have examined a copy of the Agreement and Plan of Merger dated
February 4, 1997, as amended, by and among the Company, USSC Del Medical, Inc.
and Progressive Angioplasty Systems, Inc. (the "Plan"), the resolutions adopted
by the Company's Board of Directors with respect to the Plan and originals or
copies, certified or otherwise identified to my satisfaction, of such other
instruments, and have made such other investigations of law and fact, as I have
deemed necessary or appropriate for the purposes of this opinion.
Based upon the foregoing, it is my opinion that the shares of Common Stock
authorized for issuance pursuant to the Plan have been duly authorized and, when
issued in accordance with the Plan and upon payment of the purchase price
therefor, will be validly issued, fully paid and nonassessable.
I hereby consent to the use of this opinion in the Registration Statement.
Very truly yours,
THOMAS R. BREMER
Senior Vice President
and General Counsel
<PAGE> 1
EXHIBIT 15
United States Surgical Corporation
150 Glover Avenue
Norwalk, CT 06856
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
consolidated financial information of United States Surgical Corporation and
subsidiaries for the periods ended March 31, 1997 and 1996 and June 30, 1997 and
1996, as indicated in our reports dated April 15, 1997 and July 18, 1997,
respectively; because we did not perform an audit, we expressed no opinion on
that information.
We are aware that our reports referred to above, which were included in
your Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997 and
June 30, 1997 are being used in this Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c)
under the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
Deloitte & Touche LLP
Stamford, Connecticut
August 21, 1997
<PAGE> 1
EXHIBIT 23A
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of United States Surgical Corporation on Form S-3 of our report dated January
21, 1997, appearing in the Annual Report on Form 10-K on page F-2 of United
States Surgical Corporation for the year ended December 31, 1996 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
DELOITTE & TOUCHE LLP
Stamford, Connecticut
August 21, 1997
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of UNITED STATES SURGICAL CORPORATION, a Delaware corporation (the
"Company"), in connection with the filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, (the "Act") of a Registration Statement on Form S-3 with
respect to the registration under the Act of the number of shares of the
Company's common stock, par value $.10 per share, issuable in connection with
the acquisition of Progressive Angioplasty Systems, Inc. and to be registered
for resale, hereby constitutes and appoints Thomas R. Bremer and Richard A.
Douville such undersigned's true and lawful attorneys-in-fact and agents, and
each of them with full power to act without the other as such undersigned's true
and lawful attorney-in-fact and agent, for and in the name, place and stead of
such undersigned, in any and all capacities, to sign said Registration Statement
and any and all future amendments thereto and to file said Registration
Statement and each such future amendment, and any supplements thereto, and with
all exhibits thereto, and any and all other documents in connection therewith,
with the Securities and Exchange Commission, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as such undersigned
might or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents, or either or them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals
this 21st day of August, 1997.
<TABLE>
<S> <C>
/s/ LEON C. HIRSCH /s/ JAMES R. MELLOR
- -------------------------------------------- --------------------------------------------
Leon C. Hirsch James R. Mellor
Chairman of the Board and Director
Chief Executive Office and Director
(Principal Executive Officer)
/s/ JULIE K. BLAKE /s/ HOWARD M. ROSENKRANTZ
- -------------------------------------------- --------------------------------------------
Julie K. Blake Howard M. Rosenkrantz
Director Director
/s/ JOHN A. BOGARDUS /s/ MARIANNE SCIPIONE
- -------------------------------------------- --------------------------------------------
John A. Bogardus Marianne Scipione
Director Director
/s/ THOMAS R. BREMER /s/ BARRY D. ROMERIL
- -------------------------------------------- --------------------------------------------
Thomas R. Bremer Barry D. Romeril
Director
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
/s/ TURI JOSEFSEN /s/ JOHN R. SILBER
- -------------------------------------------- --------------------------------------------
Turi Josefsen John R. Silber
Director Director
/s/ DOUGLAS L. KING /s/ RICHARD A. DOUVILLE
- -------------------------------------------- --------------------------------------------
Douglas L. King Richard A. Douville
Director Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ WILLIAM F. MAY /s/ JOSEPH C. SCHERPF
- -------------------------------------------- --------------------------------------------
William F. May Joseph C. Scherpf
Director Vice President and Controller
(Principal Accounting Officer)
</TABLE>
