SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 17
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
amend and supplement their Statement on Schedule 14D-1 ("Schedule
14D-1"), filed with the Securities and Exchange Commission (the
"Commission") on August 5, 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. 1 to the Schedule 14D-1 also constitutes Amendment No. 17 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 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 August 11, 1997, Parent filed a Definitive Proxy
Statement on Schedule 14A (the "Proxy Statement") with the
Commission, in connection with the solicitation of proxies by
Parent and Purchaser to be used at the Company's 1997 Annual
Meeting of Shareholders, or other meeting of shareholders in lieu
thereof. The Proxy Statement, along with a letter to Circon
shareholders, was mailed on August 11, 1997 to holders of record
of Circon Common Stock. The Proxy Statement and the letter to
shareholders, which are incorporated herein by reference,
constitute Exhibits (a)(15) and (a)(16) hereto, respectively.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and
supplemented by the following:
(a)(15) Proxy Statement of Parent.
(a)(16) Letter from Parent to Circon shareholders dated
August 11, 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: August 12, 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)(15) Proxy Statement of U.S. Surgical (incorporated by
reference to the Definitive Proxy Statement on
Schedule 14A with respect to Circon filed by United
States Surgical Corporation with the Commission on
August 11, 1997).
(a)(16) Letter from United States Surgical Corporation to
Circon shareholders dated August 11, 1997
(incorporated by reference to the Definitive
Additional Materials on Schedule 14A with respect
to Circon filed by United States Surgical Corporation
with the Commission on August 11, 1997).
