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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 8
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 24
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, Amendment No. 6 dated November 25, 1997 and Amendment No. 7 dated
January 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. 8 to the Schedule 14D-1 also constitutes
Amendment No. 24 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 July 16, 1998, Parent issued a press release, a copy of which is
attached hereto as Exhibit (a)(25) and is incorporated herein by reference,
relating to the extension of the Offer until 6:00 p.m., New York City time,
on September 15, 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)(25) 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: July 16, 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
EXHIBIT INDEX
EXHIBIT EXHIBIT NAME
- ------- ------------
(a)(25) Press Release.
Exhibit (a)(25)
FOR IMMEDIATE RELEASE: July 16, 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 Circon Corporation (Nasdaq: CCON) has agreed to
the entry of an Order by the Delaware Chancery Court requiring Circon
to hold its next annual meeting of stockholders on or before November
24, 1998.
The Order also prohibits Circon from changing the number of
directors on its Board or altering the shareholder voting
requirements to prevent Circon shareholders from electing, at the
annual meeting, two directors nominated by USS.
Based on the Order, the pending trial before the Chancery Court
in the litigation between USS and Circon has been postponed until
after the annual meeting.
Leon C. Hirsch, chairman of USS, said, "We are pleased that
after two years of resisting our tender offer and a series of
management-entrenching actions, Circon has finally agreed to allow
its stockholders to exercise their right to elect a majority of
directors who favor a sale of Circon."
Mr. Hirsch added, "At Circon's 1997 Annual Meeting,
stockholders overwhelming elected two nominees proposed by USS.
Stockholders also overwhelmingly approved a resolution supporting the
prompt sale of Circon to the highest bidder. With the two seats up
for election this November, Circon stockholders for the first time
can have four directors out of the seven member Board who support a
sale of the company."
USS also announced that it is extending through 6:00 p.m., New
York City time, on September 15, 1998, its cash tender offer for all
the outstanding common shares of Circon Corporation at a price of
$16.50 per share.
As of 6:00 p.m. New York City time on July 15, 1998, 3,799,974
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.
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