SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 12
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 12
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
CUSIP NO. 172736 10 0
14D-1
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UNITED STATES SURGICAL CORPORATION
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,973,274 Shares
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
14.9%
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10. TYPE OF REPORTING PERSON
CO
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CUSIP NO. 172736 10 0
14D-1
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
USS ACQUISITION CORP.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
973,174 Shares
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
7.3%
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10. TYPE OF REPORTING PERSON
CO
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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 and Amendment No. 11 dated June 16, 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. 12 to Schedule 14D-1 also constitutes
Amendment No. 12 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, on July 15, 1997, Parent issued a press
release announcing, among other things, that, as of the
Expiration Date, (1) based upon a preliminary count from the
Depositary, a total of approximately 4,508,000 Shares had been
tendered under the Offer, of which approximately 699,000 Shares
had been tendered by notice of guaranteed delivery, (2) Purchaser
accepted for payment 973,174 Shares at a price of $14.50 per
share, representing approximately 7.3% of the outstanding Shares
and (3) payment for Shares accepted for payment is expected to
commence promptly after the final proration factor is determined,
which is expected to occur on or about July 21, 1997.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the following:
(a)(30) Press Release issued by Parent on July 15, 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: July 15, 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
EXHIBIT INDEX
EXHIBIT EXHIBIT NAME
------- ------------
(a)(30) Press Release issued by Parent on July 15, 1997.
Exhibit (a)(30)
FOR IMMEDIATE RELEASE: July 15, 1997
<TABLE>
<S> <C> <C>
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]
</TABLE>
UNITED STATES SURGICAL CORPORATION SUCCESSFULLY
COMPLETES CASH TENDER OFFER FOR 973,174 OF CIRCON SHARES
AND NOW OWNS 14.9% OF CIRCON SHARES
NORWALK, Conn. -- United States Surgical Corporation (NYSE: USS)
announced today that its $14.50 per share cash tender offer for
973,174 shares of Circon Corporation (NASDAQ: CCON) was
oversubscribed. The offer expired at 12:00 Midnight, New York City
time, on Monday, July 14, 1997. As a result of the tender offer,
coupled with 1,000,100 shares previously purchased, USS beneficially
owns approximately 14.9% of the total number of outstanding shares of
Circon.
Based on a preliminary count from the depository for the tender,
approximately 4,508,000 shares have been tendered, which included
approximately 699,000 shares subject to guarantees of delivery. USS
accepted for payment 973,174 shares of Circon which, together with
the shares already owned by it, represents the maximum number of
shares USS can purchase without triggering Circon's Preferred
Shares Rights Agreement, its "poison pill". It is anticipated that
the final proration percentage will be announced and payment for the
shares will be made within the next seven business days.
Leon C. Hirsch, chairman and CEO of USS, said, "We are delighted
with the support Circon shareholders have demonstrated for the merger
of Circon and U.S. Surgical. We will continue to seek to negotiate a
merger with Circon. However, as I stated on June 16th, based upon
results for the past three quarters, USS can no longer justify to its
shareholders its previous offer price of $17 per share for the
remaining outstanding shares -- without the ability to review and
discuss with Circon's management its operating plan. If Circon's
management and Board still refuses to discuss a merger with us, USS'
present plan is to commence a new tender offer to purchase all
outstanding common shares of Circon at $16.50 per share. At $16.50
per share, Circon has a price/earnings ratio of over 180 times
trailing 12 months' earnings.
"With the passage of time, not only has Circon's management been
unable to achieve better operating results, but Circon's performance
continues to be below even historical levels. Based on its SEC
filings, Circon's first quarter 1997 performance was well below that
of first quarter 1996, with revenues down 4%, gross profit down 3%
and operating income down 44%. Revenues were flat compared to
Circon's fourth quarter 1996 results. This performance demonstrates
that Circon's management has been unable to deliver the turnaround it
has been promising to its shareholders for almost a year. Moreover,
management has strapped its shareholders with an even greater burden
through the heavy expenditure of $3 million for charges related to
its "just say no" defense.
"Additionally, we are considering a proxy contest to nominate
two independent directors to Circon's Board. We believe this would
send a clear message to Circon's management and to the market that
USS believes the immediate merger is in the best interests of both
companies and their respective shareholders."
United States Surgical Corporation is a diversified surgical
products company specializing in minimally invasive technologies
that improve patient care and lower health care costs.
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