SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 2
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 18
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
further amend and supplement their Statement on Schedule 14D-1
(the "Schedule 14D-1"), filed with the Securities and Exchange
Commission (the "Commission") on August 5, 1997, as amended by
Amendment No. 1 dated August 12, 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. 2 to the Schedule 14D-1 also constitutes Amendment No. 18 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 the Schedule 14D-1 or in the Offer to Purchase
referred to therein.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(e) of the Schedule 14D-1 is hereby amended and
supplemented by the following:
On August 13, 1997, Parent issued a press release announcing
(i) the filing by Parent of a lawsuit against Circon asking the
Court of Chancery in the State of Delaware to order Circon to
hold its 1997 Annual Meeting of Shareholders and (ii) the
reinstatement of Parent's previously filed lawsuit against Circon
asking the Court of Chancery in the State of Delaware to compel
Circon to provide Parent with information necessary to enable
Parent to communicate directly with Circon's shareholders
concerning Parent's tender offer and proxy contest. A copy of
the press release is attached hereto as Exhibit (a)(17) and is
incorporated herein by reference. Copies of the complaints filed
in the lawsuits are atached hereto as Exhibits (a)(18) and
(a)(19), respectively and are incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and
supplemented by the following:
(a)(17) Press Release.
(a)(18) Complaint filed by United States Surgical
Corporation on August 13, 1997 in the Court of
Chancery in the State of Delaware in and for New
Castle County in the action entitled United States
Surgical Corporation, a Delaware corporation v.
Circon Corporation, a Delaware corporation.
(a)(19) Complaint filed by United States Surgical
Corporation on September 18, 1996 in the Court of
Chancery in the State of Delaware in and for New
Castle County in the action entitled United States
Surgical Corporation, a Delaware corporation and
Cede & Co., v. Circon Corporation, a Delaware
corporation.
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 14, 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)(17) Press Release.
(a)(18) Complaint filed by United States Surgical
Corporation on August 13, 1997 in the Court of
Chancery in the State of Delaware in and for New
Castle County in the action entitled United States
Surgical Corporation, a Delaware corporation v.
Circon Corporation, a Delaware corporation.
(a)(19) Complaint filed by United States Surgical
Corporation on September 18, 1996 in the Court of
Chancery in the State of Delaware in and for New
Castle County in the action entitled United States
Surgical Corporation, a Delaware corporation and
Cede & Co., v. Circon Corporation, a Delaware
corporation, incorporated herein by reference
to Exhibit (a)(14) to Amendment No. 6 on Schedule
14D-1 of Parent, filed with the Commission on
September 18, 1996.
FOR IMMEDIATE RELEASE: August 14, 1997
Contacts: U.S. Surgical
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
UNITED STATES SURGICAL CORPORATION
FILES SUIT AGAINST CIRCON CORPORATION
NORWALK, CT. -- United States Surgical Corporation
(NYSE:USS) said today that it has filed suit against Circon
Corporation (NASDAQ: CCON) asking the Court of Chancery in the
State of Delaware to order Circon to hold its 1997 Annual
Meeting of Shareholders.
In addition, USS today reinstated its lawsuit in the Court
of Chancery seeking to compel Circon to provide USS with
information necessary to enable USS to communicate directly
with Circon's shareholders concerning its tender offer and
proxy contest to elect two directors to Circon's board and
seeking approval of a shareholder resolution at the Annual
Meeting. USS has repeatedly requested this information from
Circon, but Circon has not yet provided all the requested
information.
United States Surgical Corporation is a diversified
surgical products company specializing in minimally invasive
technologies that improve patient care and lower health costs.
Exhibit (a)(18)
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
- - - - - - - - - - - - - - - - - - x
UNITED STATES SURGICAL CORPORATION,
a Delaware corporation, :
Plaintiff, : Civil Action No.
-against- :
CIRCON CORPORATION, a Delaware :
corporation,
:
Defendant.
:
- - - - - - - - - - - - - - - - - -
COMPLAINT UNDER 8 DEL.C. SECTION 211(C)
Plaintiff United States Surgical Corporation
("U.S. Surgical"), submits this complaint requesting an
order compelling Circon Corporation ("Circon") to hold an
annual meeting of Circon's stockholders. The last annual
meeting of Circon's stockholders was held on July 12, 1996,
more than 13 months ago, and Circon has not set a date for
the next meeting. Circon's failure to set a date is a
violation of 8 Del. C. SECTION 211(c).
1. Plaintiff U.S. Surgical, a Delaware
corporation, owns 1,000,100 shares of common stock of
Circon.
2. Defendant Circon is a Delaware corporation
with its principle executive offices at 6500 Hollister
Avenue, Santa Barbara, California, 93117. Circon's
registered agent in Delaware is The Corporation Trust
Company, 1209 Orange Street, Wilmington, DE 19801.
3. Defendant Circon last held an annual meeting
of its stockholders on July 12, 1996, more than 13 months
ago. No date has been set for Circon's next annual meeting
of its stockholders.
4. Section 211(c) of the Delaware General
Corporation Law provides in pertinent part:
If there be a failure to hold an annual meeting
for a period of 30 days after the date designated
thereof, or if no date has been designated, for a
period of 13 months after the organization of the
corporation or after its last annual meeting, the
Court of Chancery may summarily order a meeting
to be held upon the application of any
stockholder or director.... The Court of Chancery
may issue such orders as may be appropriate,
including, without limitation, orders designating
the time and place of such meeting, the record
date for determination of stockholders entitled
to vote, and the form of notice of such meeting.
5. By reason of Circon's failure to hold an
annual meeting within the compulsory statutory period, U.S.
Surgical requests that the Court summarily order Circon to
set a date for an annual meeting of its stockholders. At
trial, the Court should also determine the place, time,
record date and form of notice for the meeting.
6. U.S. Surgical has no adequate remedy at law.
WHEREFORE, U.S. Surgical prays that this Court:
A. Summarily order Circon to hold an annual
meeting of stockholders, with the date, place, record date
and form of notice to be determined by the Court;
B. Grant to the plaintiff such other relief,
including reasonable attorneys' fees and costs, as the
Court shall deem appropriate.
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
-----------------------------
Edward P. Welch
Andrew J. Turezyn
Paul J. Lockwood
One Rodney Square
P.O. Box 636
Wilmington, Delaware 19899
(302) 651-3000
Attorneys for Plaintiff
United States Surgical
Corporation
Of Counsel:
George A. Zimmerman
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
919 Third Avenue
New York, NY 10022
(212) 735-3000
Dated: August 13, 1997
