SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 10
(FINAL AMENDMENT)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF 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, Amendment No. 6 dated November 25, 1997, Amendment No. 7 dated
January 16, 1998, Amendment No. 8 dated July 16, 1998 and Amendment No. 9
dated August 31, 1998 with respect to the Common Stock, par value $0.01 per
share, of Circon Corporation, a Delaware corporation ("Circon" or the
"Company"). 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:
The Offer expired on September 15, 1998, at 6:00 New York City time
without the purchase of any shares. 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.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented by
the following:
(a)(26) 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: 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.
