SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Amendment No. 26
Circon Corporation
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
172736 10 0
(CUSIP Number)
Thomas R. Bremer Paul T. Schnell, Esq.
USS Acquisition Corp. Skadden, Arps, Slate,
c/o United States Surgical Meagher & Flom LLP
Corporation 919 Third Avenue
150 Glover Avenue New York, NY 10022
Norwalk, CT 06856 (212) 735-3000
(203) 845-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 15, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following: ( )
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 13-D (the "Schedule 13D")
originally filed with the Securities and Exchange Commission (the
"Commission") on August 2, 1996, as amended. The item numbers and responses
thereto below are in accordance with the requirements of Schedule 13-D.
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby supplemented as follows:
The Offer expired in accordance with its terms on September 15,
1998 and Parent and the Purchaser have terminated the Offer. On September
15, 1998, Parent issued a press release announcing the results of the
Offer, a copy of which is attached hereto as Exhibit (a)(26) and is
incorporated herein by reference. Pending consummation of Parent's
previously announced merger with Tyco, Parent and the Purchaser intend to
review their investment in the Company on a continuing basis and reserve
the right to maintain their holdings at current levels, to sell all or a
portion of their holdings in the open market or in privately negotiated
transactions or otherwise, to acquire additional Shares in the open market
or in privately negotiated transactions or otherwise, or to take such other
actions with respect to their investment in the Company as Parent deems
advisable. Any such actions will depend upon, among other things, the
continuing evaluation of the Company's business, financial condition,
operations and prospects; the trading price of the Company's Common Stock;
general market, economic and other conditions; the relative attractiveness
of alternative business and investment opportunities; the actions of the
management and Board of Directors of the Company; and other future
developments.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended and supplemented by the
following:
(a)(26) Press Release.
SIGNATURE
After reasonable 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: September 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)(26) Press Release.
Exhibit (a)(26)
FOR IMMEDIATE RELEASE: September 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 TERMINATES
TENDER OFFER FOR CIRCON
NORWALK, Conn. -- United States Surgical Corporation (NYSE:USS)
announced today that its tender offer for Circon Corporation (Nasdaq:CCON)
had expired and that it had terminated the offer.
Leon C. Hirsch, chairman of USS, said, "In light of USS's proposed
merger with Tyco International Ltd. (NYSE:TYC) and Circon's recent
announcement that it has invited various companies to make bids to acquire
Circon, USS has determined not to continue its offer."
USS has instructed the depositary for the offer to promptly return
all Circon shares tendered in the offer to Circon stockholders. Questions
regarding tendered shares can be directed to USS's information agent,
Kissel-Blake Inc., at 212-344-6733.
As of 6:00 p.m., New York City time, on September 15, 1998, 6,356,259
shares of Circon's outstanding common stock had been tendered to USS under
the terms of the offer.
United States Surgical Corporation is a diversified medical products
company specializing in minimally invasive technologies that improve
patient care and lower health care costs.
