SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 10
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 10
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
("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
and Amendment No. 9 dated December 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"), together
with any associated preferred stock purchase rights (the
"Rights"), at a price of $17.00 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 "Supplement"), and the revised Letter of
Transmittal (which, as amended from time to time, together
constitute the "Offer"). This Amendment No. 10 to Schedule 14D-1
also constitutes Amendment No. 10 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 10. ADDITIONAL INFORMATION.
Item 10(f) of Schedule 14D-1 is hereby amended and
supplemented as follows:
On February 13, 1997, Parent issued a press release, a copy
of which is attached hereto as Exhibit (a)(24) and is
incorporated herein by reference, relating to the extension of
the Offer until 6:00 p.m., New York City time, on June 16, 1997,
unless further extended. The Offer was scheduled to expire at
6:00 p.m., New York City time, on February 13, 1997.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(24) Text of Press Release issued by United States
Surgical Corporation on February 13, 1997.
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: February 14, 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)(24) Text of Press Release issued by United States
Surgical Corporation on February 14, 1997.
Exhibit (a)(24)
FOR IMMEDIATE RELEASE: February 14, 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 FOR CIRCON
NORWALK, Conn. -- United States Surgical Corporation (NYSE:USS)
announced today that it is extending its $17 per share cash tender
offer for all the outstanding common shares of Circon Corporation
(NASDAQ:CCON). The offer, which commenced on August 2, 1996, has
been extended through 6:00 p.m., New York City time, June 16, 1997.
As of 6:00 p.m., New York City time, on Thursday, February 13, 1997,
7,809,304 shares of Circon's outstanding common stock had been
tendered under the terms of the offer. The 7,809,304 shares
tendered, plus the 1,000,100 shares previously purchased by USS,
represent 79% of the shares of Circon's common stock not owned by
Circon's management and Board, based on their most recent 10-Q and
proxy statements.
Leon C. Hirsch, chairman, said, "Despite their promises,
Circon's management delivered yet another quarter of poor results for
its shareholders. Total sales and operating income (before non-
recurring charges) in the fourth quarter were down from the
comparable quarter in 1995, and were flat with the third quarter of
1996. Total sales for 1996 compared to 1995 decreased by 4% and
operating income (before non-recurring charges) decreased by 24% year
over year. Despite special charges of $13.4 million in 1995 related
to the Cabot acquisition, Circon's management has been unable to turn
its strategic plan into tangible operational improvements. Our offer
continues to represent an excellent opportunity for Circon's
shareholders and we are still very interested in meeting with
Circon's management to discuss our proposal."
United States Surgical Corporation is a diversified surgical
products company specializing in technologies that improve patient
care and lower health care costs.
