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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 9
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 25
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
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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, Amendment No. 6 dated November 25, 1997, Amendment No. 7 dated
January 16, 1998, and Amendment No. 8 dated July 16, 1998 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. 9 to
the Schedule 14D-1 also constitutes Amendment No. 25 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(a) of the Schedule 14D-1 is hereby amended and supplemented by
the following:
In May, 1998, Parent entered into a merger agreement with Tyco
International, Ltd. ("Tyco") pursuant to which Parent would become a
wholly-owned subsidiary of Tyco. At Tyco's request, Parent has agreed
that certain employees and officers of Parent who are knowledgeable
about the Company will assist Tyco in connection with its independent
consideration of a possible proposal by Tyco to acquire the Company.
Such employees and officers have agreed with the Company not to
disclose to Parent any information about their assistance to Tyco or
any non-public information furnished by the Company to Tyco, nor to
use such non-public information on behalf of Parent. Parent has
agreed with the Company that it will not knowingly receive from any
such employee or officer, or use, any such non-public information. No
assurance can be given as to the effect, if any, on the Offer of any
discussion between Tyco and the Company.
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 31, 1998
USS ACQUISITION CORP.
By: /s/ THOMAS R. BREMER
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Name: Thomas R. Bremer
Title: President
UNITED STATES SURGICAL
CORPORATION
By: /s/ THOMAS R. BREMER
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Name: Thomas R. Bremer
Title: Senior Vice President and
General Counsel
