SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 4
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 20
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, Amendment No. 2 dated
August 14, 1997 and Amendment No. 3 dated September 25, 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. 4 to the Schedule 14D-1 also constitutes
Amendment No. 20 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(f) of the Schedule 14D-1 is hereby amended and
supplemented by the following:
On October 16, 1997, Parent issued a press release, a
copy of which is attached hereto as Exhibit (a)(21) and is
incorporated herein by reference, relating to the final certified
voting results from the Company's October 6, 1997 stockholder's
meeting, which were (i) that both of Parent's nominees were
elected to the Company's Board of Directors and (ii) that
shareholders approved Parent's resolution requesting that the
Company's Board seek the prompt sale of the Company.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and
supplemented by the following:
(a)(21) Press Release.
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: October 16, 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)(21) Press Release.
Exhibit (a)(21)
FOR IMMEDIATE RELEASE: October 16, 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 WINS CIRCON
PROXY CONTEST BY DECISIVE MARGIN
STOCKHOLDERS REMOVE CEO AUHLL FROM CIRCON BOARD, ELECT BOTH U.S.
SURGICAL NOMINEES AND ADOPT RESOLUTION TO SELL CIRCON
NORWALK, Conn. -- United States Surgical Corporation (NYSE:USS)
announced today that both of its nominees were elected by a
decisive margin to the Board of Directors of Circon Corporation
(NASDAQ:CCON), according to the final certified results of the
votes cast at Circon's October 6, 1997 stockholders' meeting.
The tally also showed that Circon stockholders overwhelmingly
approved USS' resolution requesting the Circon Board seek the
prompt sale of the company.
Without including shares owned by Circon insiders or by USS,
independent shareholders supported USS' nominees and approved
USS' `Maximize Value Resolution' by a margin of nearly 4-to-1.
Total support for USS' nominees and approval of the `Maximize
Value Resolution' constituted nearly 70% of all shares voting at
the meeting. As a result, Chairman and Director, Richard A.
Auhll, and Director, Paul W. Hartloff, Jr., were defeated and
will be replaced on the Circon Board of Directors by Professor
Charles M. Elson and Lt. Gen. Victor H. Krulak, USS' nominees.
Leon C. Hirsch, chairman of USS, stated, "We are grateful
for the overwhelming support of our fellow stockholders.
Circon's stockholders have voted by a substantial majority to
elect our nominees and approve our `Maximize Value Resolution'.
By doing so, they are instructing the Circon Board to promptly
take concrete action aimed at seeking the sale of Circon. We are
appalled that just yesterday after Circon's Board conceded that
Richard Auhll and Paul Hartloff were defeated, they also
announced that they may defy shareholder wishes and reappoint
Richard Auhll to the board at its next meeting. We are very
hopeful that Circon's Board and management will begin carrying
out its obligation to its 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.
