<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 1997
REGISTRATION STATEMENT NO. 333-34075
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
UNITED STATES SURGICAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-2518270
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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 divided 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>
<CAPTION>
===================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED* PER SHARE* PRICE* FEE
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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. 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.
================================================================================
**Registration fee previously paid.
<PAGE> 2
PROSPECTUS
[LOGO]
UNITED STATES SURGICAL CORPORATION
2,074,804 SHARES OF COMMON STOCK
_________________
This prospectus relates to 2,074,804 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 September 19,
1997, the last sale price of USSC Common Stock as reported on the New York Stock
Exchange was $33.0625 per share.
SEE DISCUSSION AS TO RISK FACTORS ON PAGE 3 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.
<PAGE> 3
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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 September 22, 1997.
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
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<PAGE> 4
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
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
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<PAGE> 5
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.
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
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<PAGE> 6
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.
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
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<PAGE> 7
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.
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<PAGE> 8
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 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
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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 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
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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.
USSC filed suit against Circon in the Court of Chancery in the State of Delaware
asking the court to order Circon to hold its annual meeting of shareholders and
reinstated a related lawsuit in such court. Circon subsequently announced that
its annual meeting of shareholders would be held on October 6, 1997. USSC
commenced a proxy solicitation to elect two individuals to the Circon board of
directors and to approve a shareholder resolution at such annual meeting of
shareholders to urge the Circon board of directors to arrange for the prompt
sale of Circon to the highest bidder. Based on the information currently
available to them, the individuals proposed by USSC are committed to the sale of
Circon. Circon has commenced a proxy solicitation to elect two individuals to
the Circon board of directors and against such shareholder resolution. In
addition, USSC filed suit against Circon in the Court of Chancery in the State
of Delaware seeking to enjoin Circon from reappointing one individual after he
is voted out of office as a director at such Circon annual meeting and declare
void the Circon board's appointment of two directors earlier in 1997. 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 2,074,804 shares of USSC Common Stock with a value
of $73,807,003. The obligation to issue shares upon exercise of PAS Options has
been assumed by USSC. Under this obligation, USSC may issue up to 200,000
shares of USSC Common Stock.
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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 September 22, 1997, the Company issued 2,074,804 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.
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<TABLE>
<CAPTION>
Shares Shares of
Common Common
Stock Stock
Beneficially Beneficially
Owned Prior Shares Owned After
to the Offered the Offering
Name of Selling Shareholder Offering Hereby (1)
- --------------------------- ------------ ------- ------------
<S> <C> <C> <C>
Bruce Addis 147 147 0
Lourdes P. Aguda 29 29 0
Ellen Beaumont 121 121 0
Walter Blair 41,964 41,964 0
John E. Bramfitt and Pamela I. Bramfitt, 12,580 12,580 0
Co-Trustees FBO Bramfitt Family Trust
U/A/D/ 01/20/93
John H. Bunch 271 271 0
Jeffrey P. Callister 22,712 22,712 0
Laura Dietch 1,813 1,813 0
Catherine Diez-Luckie 6,527 6,527 0
Neal Eigler 243,820 243,820 0
Hartmut & Maria Eysell, JT TEN 1,087 1,087 0
Glenn K. Furata 8,032 7,932 100
Mark D. Milani, Trustee of the Gabriela 21,758 21,758 0
M. Hess Trust U/T/A/ dated November 30,
1994
Robert Hess and Rosemarie Hess, Trustees 564,278 564,278 0
FBO Hess Family Trust U/A/D/ dated 8/3/89 0
Mark D. Milani, Trustee of the Verona K. 21,758 21,758 0
Hess 1994 Trust U/T/A/ dated November 30,
1994
William B. Hess 1,087 1,087 0
Jerome Jackson 7,921 7,921 0
Litvack-Curtis Children's Trust, Robert 32,638 32,638 0
Harabedian, Trustee
Frank Litvack 577,334 577,334 0
Judy Litvack Ravinsky 361 361 0
Yoh Chie Lu 8,461 8,461 0
Paul McCormick 1,586 1,586 0
Nathan Ramaswami 108 108 0
Lisa Rauh 27 27 0
Nancy Shanley 906 906 0
Fred Zuber 235 235 0
</TABLE>
-12-
<PAGE> 14
<TABLE>
<S> <C> <C> <C>
Fukuda Denshi Co., Ltd. 121,503 121,503 0
Arnhold & S. Bleichroeder, Inc. (for 777 777 0
Michelle Drasher)
Arnhold & S. Bleichroeder, Inc. (for First 34,970 34,970 0
Eagle Fund, NV)
Arnhold & S. Bleichroeder, Inc. (for Gary 3,885 3,885 0
Fuhrman)
Arnhold & S. Bleichroeder, Inc. (for 3,885 3,885 0
Harold Levy)
Stephen Aiello 582 582 0
AS Fansea 388 388 0
Howard Berlin 2,914 2,914 0
John Bohan 388 388 0
David L. Cohen 3,108 3,108 0
Bryan C. Donohue, M.D. 971 971 0
Michael Dovey 971 971 0
Paine Webber in Trust of the Jonathan 777 777 0
Edelson IRA
Evelin Eigler, Trustee of the Seldon Baker 970 970 0
Trust
Stuart M. Essig 971 971 0
John S. Geis 3,885 3,885 0
Claudio Gibelli 1,942 1,924 0
GSAM Oracle Fund, Inc. 23,313 23,313 0
Hare & Co. 25,255 25,255 0
William M. Helvey, M.D. 971 971 0
John B. Henneman, III 388 388 0
Steven Hochberg 777 777 0
Hoegh Invest AS 2,525 2,525 0
Alice Jack 971 971 0
Earl L. and Julia Ender Jackson as 971 971 0
Community Property
FBO Ronald P. Karlsberg Cardiovascular 882 582 300
Group of Southern California 401(k) Profit
Sharing Plan DTD 1/1/89
Gerald T. Keusch 582 582 0
Kurt H. Kruger 777 777 0
Jack Litvack, Cyst Investment Corp. 2,971 971 2,000
Patrick A. McBrayer 388 388 0
J. Casey McGlynn 155 155 0
David Moyne 777 777 0
David B. Musket 5,556 5,556 0
</TABLE>
-13-
<PAGE> 15
<TABLE>
<S> <C> <C> <C>
Cowen & Co., Custodian FBO David B. Musket 874 874 0
SEP IRA
August J. Neudecker 3,885 3,885 0
Och-Ziff Capital Management, L.P. 29,141 29,141 0
Daniel P. Paduano 2,914 2,914 0
PAS/ACT, LLC (Easton Capital) 20,671 20,671 0
Munro W. Pitt 583 583 0
ProMed Partners, L.P. 13,113 13,113 0
Prudential Securities C/F Colin Morris A/C 1,943 1,943 0
AA-R54811
Randall Rose 15,542 15,542 0
Clinton T. Rubin (SUNY - Stony Brook) 388 388 0
J. Curt Schnackenberg 971 971 0
Lorraine A. Schwarz 971 971 0
Dieter Stoeckel 549 349 200
Lawrence J, Tedesco, Sr. 427 427 0
The Travelers Indemnity Company 42,740 42,740 0
The Travelers Insurance Company 82,567 82,567 0
The Travelers Life and Annuity Company 4,856 4,856 0
The Phoenix Insurance Company 5,828 5,828 0
Westfield Performance Fund, L.P. 19,427 19,427 0
WS Investment Company 96A 1,398 1,398 0
James Whiting 521 521 0
Wilson, Sonini, Goodrich & Rosati Profit 388 388 0
Sharing Plan, Mario M. Rosati and Douglas
M. Laurice, Trustees, FBO J. Casey McGlynn
</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.
-14-
<PAGE> 16
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 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
-15-
<PAGE> 17
sales 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.
-16-
<PAGE> 18
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 8,750.00
Accounting Fees and Expenses 10,000.00
Legal Fees and Expenses 5,000.00
Miscellaneous 1,000.00
----------
Total $67,674.24
==========
</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
(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.
II-1
<PAGE> 19
- -------------------------------
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 (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.
II-2
<PAGE> 20
(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-3
<PAGE> 21
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 22nd day of September, 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
- --------- ----- ----
<S> <C> <C>
* Chairman of the Board September 22, 1997
- ------------------------------------------ and Chief Executive Officer
(Leon C. Hirsch) (Principal Executive Officer)
and Director
* Director September 22, 1997
- ------------------------------------------
(Julie K. Blake)
* Director September 22, 1997
- ------------------------------------------
(John A. Bogardus, Jr.)
* Director September 22, 1997
- ------------------------------------------
(Thomas R. Bremer)
* Director September 22, 1997
- ------------------------------------------
(Turi Josefsen)
* Director September 22, 1997
- ------------------------------------------
(Douglas L. King)
* Director September 22, 1997
- ------------------------------------------
(William F. May)
* Director September 22, 1997
- ------------------------------------------
(James R. Mellor)
* Director September 22, 1997
- ------------------------------------------
(Howard M. Rosenkrantz)
</TABLE>
II-4
<PAGE> 22
<TABLE>
<S> <C> <C>
* Director September 22, 1997
- ------------------------------------------
(Barry D. Romeril)
* Director September 22, 1997
- ------------------------------------------
(Marianne Scipione)
* Director September 22, 1997
- ------------------------------------------
(John R. Silber)
* Senior Vice President and September 22, 1997
- ------------------------------------------ Chief Financial Officer
(Richard A. Douville) (Principal Financial Officer)
* Vice President and Controller September 22, 1997
- ------------------------------------------ (Principal Accounting Officer)
(Joseph C. Scherpf)
</TABLE>
*By Power of Attorney
II-5
<PAGE> 23
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
(b) Consent of Thomas R. Bremer - Included in Exhibit 5.
(24) Powers of Attorney - Filed herewith.
<PAGE> 1
September 22, 1997
United States Surgical Corporation
150 Glover Avenue
Norwalk, Connecticut 06856
Dear Sirs:
I refer to Amendment No. 1 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 Amendment No. 1 to the
Registration Statement.
Very truly yours,
Thomas R. Bremer
Senior Vice President
and General Counsel
<PAGE> 1
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 report 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 report 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
September 22, 1997
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-34075 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
September 22, 1997
<PAGE> 1
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.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals this 21st day of August, 1997.
/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 Director
/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)
