SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 7
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 23
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CIRCON CORPORATION
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(NAME OF SUBJECT COMPANY)
USS ACQUISITION CORP.
UNITED STATES SURGICAL CORPORATION
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(BIDDERS)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
172736 10 0
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(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
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(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,
Amendment No. 3 dated September 25, 1997, Amendment No. 4 dated October
16, 1997, Amendment No.5 dated October 22, 1997 and Amendment No. 6 dated
November 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. 7 to the Schedule 14D-1 also constitutes
Amendment No. 23 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 January 15, 1998, Parent issued a press release, a copy of
which is attached hereto as Exhibit (a)(24) and is incorporated herein by
reference, relating to the extension of the Offer until 6:00 p.m., New
York City time, on July 16, 1998, unless further extended.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented
by the following:
(a)(24) 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: January 16, 1998
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)(24) Press Release.
Exhibit (a)(24)
FOR IMMEDIATE RELEASE: January 15, 1998
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 CORPORATION EXTENDS
TENDER OFFER TO ACQUIRE CIRCON
NORWALK, Conn. - United States Surgical Corporation (NYSE:USS)
announced today that it is extending through 6:00 p.m., New York City
time, on July 16, 1998, its cash tender offer for all the outstanding
common shares of Circon Corporation (NASDAQ:CCON) at a price of $16.50
per share.
As of 6:00 p.m. New York City Time on January 14, 1998, 3,085,814
shares of Circon's outstanding common stock had been tendered to USS
under the terms of the offer.
USS and Circon Corporation currently are engaged in discovery in
connection with USS' lawsuit seeking to declare void the Circon
Corporation Board's appointments of Richard Auhll, George Cloutier and R.
Bruce Thompson to the Circon Board and seeking to require the redemption
of Circon's "poison pill" rights plan.
United States Surgical Corporation is a diversified medical
products company specializing in minimally invasive technologies that
improve patient care and lower health care costs.
