<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____________)*
St. Jude Medical, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
common stock, par value $.10 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
790849103
- --------------------------------------------------------------------------------
(CUSIP Number)
Jeffrey M. Elliott
Executive Vice President
Iridian Asset Management LLC
276 Post Road West
Westport, CT 06880-4704
203-341-9009
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 23, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to
report the acquisition which is the subject of the Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 15 Pages
<PAGE>
CUSIP No. 790849103 Schedule 13D Page 2 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Iridian Asset Management LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
See Item 3
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 4,310,980
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,310,980
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,310,980
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 790849103 Schedule 13D Page 3 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LC Capital Management, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
See Item 3
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 4,310,980
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,310,980
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,310,980
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 790849103 Schedule 13D Page 4 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CL Investors, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
See Item 3
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 4,310,980
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,310,980
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,310,980
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.36%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 790849103 Schedule 13D Page 5 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David L. Cohen
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
OO
See Item 3
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 4,513,200
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 3,000
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,513,200
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,516,200
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 790849103 Schedule 13D Page 6 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold J. Levy
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
See Item 3
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 4,513,200
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,513,200
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,513,200
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 790849103 Schedule 13D Page 7 of 15 Pages
Item 1. Security and Issuer
This statement relates to the common stock, par value $.10 per share (the
"Common Stock"), of St. Jude Medical, Inc. (the "Issuer"). The Issuer's
principal executive offices are located at One Lillehei Plaza, St. Paul, MN
55117.
Item 2. Identity and Background
This filing is being made jointly by Iridian Asset Management LLC, LC
Capital Management, LLC, CL Investors, Inc., David L. Cohen and Harold J. Levy.
Iridian Asset Management LLC is an investment adviser registered under
section 203 of the Investment Advisers Act of 1940.
LC Capital Management, LLC owns 72.5% of the outstanding limited liability
company interest of Iridian Asset Management LLC, and may be deemed to have the
power to vote and to dispose of the shares owned by Iridian Asset Management
LLC.
CL Investors, Inc. owns 96% of the outstanding limited liability company
interest of LC Capital Management, LLC, and may be deemed to have the power to
vote and to dispose of the shares owned by Iridian Asset Management LLC.
David L. Cohen owns 50% of the outstanding common shares of CL Investors,
Inc. He also is an employee of Arnhold & S. Bleichroeder Advisers, Inc. ("A&SB
Advisers"), an investment adviser registered under section 203 of the Investment
Advisers Act of 1940. A&SB Advisers acts as the investment adviser to First
Eagle Fund of America, an open-end non-diversified mutual fund ("First Eagle")
which is a separate series or portfolio of First Eagle Trust, an investment
company registered under the Investment Company Act of 1940. To Mr. Cohen's
knowledge, pursuant to the terms of the investment advisory agreement between
A&SB Advisers and First Eagle, A&SB Advisors has the authority, for and in the
name of First Eagle, to vote and to dispose of shares owned by First Eagle.
Pursuant to an employment agreement with A&SB Advisers, Mr. Cohen is employed,
as is Harold J. Levy, to perform its investment advisory duties and functions
with respect to First Eagle. Based upon the terms of his employment agreement,
Mr. Cohen may be deemed to have ownership, and the power to vote and to dispose,
of the shares owned by First Eagle. Mr. Cohen individually disclaims the
beneficial ownership of such shares.
Harold J. Levy owns 50% of the outstanding common shares of CL Investors,
Inc. He also is an employee of A&SB Advisers. A&SB Advisers acts as the
investment adviser to First Eagle. To Mr. Levy's knowledge, pursuant to the
terms of the investment advisory agreement between A&SB Advisers and First
Eagle, A&SB Advisors has the authority, for and in the name of First Eagle, to
vote and to dispose of shares owned by First Eagle. Pursuant to an employment
agreement with A&SB Advisers, Mr. Levy is employed, as is David L. Cohen, to
perform its investment advisory duties and functions with respect to First
Eagle. Based upon the terms of his employment agreement, Mr. Levy may be deemed
to have ownership, and the power to vote and to dispose, of the shares owned by
First Eagle. Mr. Levy individually disclaims the beneficial ownership of such
shares.
Neither Iridian Asset Management LLC, LC Capital Management, LLC nor CL
Investors, Inc. has the power or authority, direct or indirect, to vote or to
dispose of any shares owned by First Eagle.
<PAGE>
CUSIP No. 790849103 Schedule 13D Page 8 of 15 Pages
(a) Name of Person Filing:
Iridian Asset Management LLC
(b) State of Organization:
Delaware
(c) Address of Principal Business Office, and Principal Business:
276 Post Road West
Westport, CT 06880-4704
Principal Business:
An investment adviser registered with the Securities and Exchange
Commission.
(d) Criminal Convictions: None
(e) Civil Proceedings: None
(a) Name of Person Filing:
LC Capital Management, LLC
(b) State of Organization:
Delaware
(c) Address of Principal Business Office, and Principal Business:
c/o Iridian Asset Management LLC
276 Post Road West
Westport, CT 06880-4704
Principal Business:
A holding company.
(d) Criminal Convictions: None
(e) Civil Proceedings: None
(a) Name of Person Filing:
CL Investors, Inc.
(b) State of Organization:
Delaware
(c) Address of Principal Business Office, and Principal Business:
c/o Iridian Asset Management LLC
276 Post Road West
Westport, CT 06880-4704
Principal Business:
Investments.
(d) Criminal Convictions: None
(e) Civil Proceedings: None
<PAGE>
CUSIP No. 790849103 Schedule 13D Page 9 of 15 Pages
(a) Name of Person Filing:
David L. Cohen
(b) Business Address:
c/o Iridian Asset Management LLC
276 Post Road West
Westport, CT 06880-4704
(c) Principal Occupation and Employer Information:
Portfolio Manager
Employer's Address of Principal Business Office, and Principal Business:
276 Post Road West
Westport, CT 06880-4704
Principal Employer Business:
An investment adviser registered with the Securities and Exchange
Commission.
(d) Criminal Convictions: None
(e) Civil Proceedings: None
(a) Name of Person Filing:
Harold J. Levy
(b) Business Address:
c/o Iridian Asset Management LLC
276 Post Road West
Westport, CT 06880-4704
(c) Principal Occupation and Employer Information:
Portfolio Manager
Employer's Address of Principal Business Office, and Principal Business:
276 Post Road West
Westport, CT 06880-4704
Principal Employer Business:
An investment adviser registered with the Securities and Exchange
Commission.
(d) Criminal Convictions: None
(e) Civil Proceedings: None
<PAGE>
CUSIP No. 790849103 Schedule 13D Page 10 of 15 Pages
Item 3. Source and Amount of Funds or Other Consideration
Iridian Asset Management LLC is as an investment adviser registered with
the Securities and Exchange Commission. Iridian's advisory clients provided
funds of approximately $145,229,401 (including brokerage commissions) to
purchase the shares being reported by Iridian.
First Eagle is an open-end non-diversified mutual fund which is a separate
series or portfolio of First Eagle Trust, an investment company registered under
the Investment Company Act of 1940. First Eagle used funds of approximately
$9,351,921 (including brokerage commissions) to purchase the 293,200 shares
being reported by Messrs. Cohen and Levy.
Mr. Cohen used personal funds of $90,930 (including brokerage commissions)
to purchase the shares being reported as owned solely by him.
Item 4. Purpose of Transaction
The securities covered in this Statement initially were acquired for the
purpose of investment.
Iridian has been extremely disappointed in the financial performance of the
Issuer and in the inability of the Issuer's management to integrate successfully
the Issuer's 1996 acquisitions of Telectronics and Ventritex. Accordingly,
Iridian believes the Issuer should consider various alternatives to maximize
shareholder value, including, without limitation, a change in the management of
the Issuer, and/or a sale or merger of the Issuer. Although Iridian does not
have a specific proposal at this time, it intends to contact members of the
Issuer's board of directors and other shareholders to express its concerns and
share its views.
Iridian may decide to purchase on behalf of its advisory clients additional
shares of the Common Stock of the Issuer. In addition, Iridian may cause its
advisory clients to dispose of any or all securities of the Issuer in any manner
permitted by applicable securities laws. Iridian's advisory clients reserve the
right to exercise any and all of their respective rights as a shareholder of the
Issuer in a manner consistent with their equity interests.
Messrs. Cohen and Levy individually may, and as employees of A&SB Advisors,
may cause First Eagle to, purchase additional shares of the Common Stock of the
Issuer. In addition, Messrs. Cohen and Levy individually may, and as employees
of A&SB Advisors, may cause First Eagle to, dispose of any or all securities of
the Issuer in any manner permitted by applicable securities laws. Messrs. Cohen
and Levy individually, and as employees of A&SB Advisors with respect to First
Eagle, reserve the right to exercise any and all of their respective rights as a
shareholder of the Issuer in a manner consistent with their equity interests.
Other than as described above, no reporting person has any current plans or
proposals which relate to or would result in:
(1) the acquisition by any person of additional securities of the issuer, or the
disposition of securities of the issuer;
(2) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries;
(3) a sale or transfer of a material amount of assets of the issuer or any of
its subsidiaries;
(4) any change in the present board of directors or management of the issuer,
including any plans or proposals or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(5) any material change in the present capitalization or dividend policy of the
Issuer;
(6) any other material change in the Issuer's business or corporate structure;
(7) changes in the Issuer's charter, by-laws, instruments corresponding thereto
or other actions which may impede the acquisition of control of the Issuer by
any person;
(8) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered securities association;
(9) a class of equity security of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or
(10) any action similar to any of those enumerated above.
<PAGE>
CUSIP No. 790849103 Schedule 13D Page 11 of 15 Pages
Item 5. Interest in Securities of the Issuer
(a) - (b)
The percent of class is based upon 84,165,410 shares of common stock issued and
outstanding of the Issuer, as reported on its Form 10-Q for the quarter ended
June 30, 1998.
For Iridian Asset Management LLC:
(a) Amount Beneficially Owned: 4,310,980
(b) Percent of Class: 5.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 4,310,980
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 4,310,980
For LC Capital Management, LLC:
The Amount Beneficially Owned being reported by LC Capital Management, LLC
includes all shares owned by Iridian Asset Management LLC which LC Capital
Management, LLC, as a member owning 72.5% of the limited liability company
interest of Iridian Asset Management LLC, may be deemed, indirectly, to have
ownership, and the power to vote and to dispose of such shares. See Item 2.
(a) Amount Beneficially Owned: 4,310,980
(b) Percent of Class: 5.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 4,310,980
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 4,310,980
For CL Investors, Inc.:
The Amount Beneficially Owned being reported by CL Investors, Inc. includes all
shares owned by Iridian Asset Management LLC which CL Investors, Inc., as a
member owning 96% of the limited liability company interest of LC Capital
Management, LLC, may be deemed, indirectly, to have ownership, and the power to
vote and to dispose of such shares. See Item 2.
(a) Amount Beneficially Owned: 4,310,980
(b) Percent of Class: 5.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 4,310,980
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 4,310,980
<PAGE>
CUSIP No. 790849103 Schedule 13D Page 12 of 15 Pages
For David L. Cohen:
The Amount Beneficially Owned being reported by Mr. Cohen includes 293,200
shares owned by First Eagle. Mr. Cohen, based upon his employment agreement with
Arnhold & S. Bleichroeder Advisers, Inc., may be deemed to have voting and
dispositive power over these shares. See Item 2.
(a) Amount Beneficially Owned: 4,516,200
(b) Percent of Class: 5.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 3,000
(ii) shared power to vote or to direct the vote: 4,513,200
(iii) sole power to dispose or to direct the disposition of: 3,000
(iv) shared power to dispose or to direct the disposition of: 4,513,200
For Harold J. Levy:
The Amount Beneficially Owned being reported by Mr. Levy includes 293,200
shares owned by First Eagle. Mr. Levy, based upon his employment agreement with
Arnhold & S. Bleichroeder Advisers, Inc., may be deemed to have voting and
dispositive power over these shares. See Item 2.
(a) Amount Beneficially Owned: 4,513,200
(b) Percent of Class: 5.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 4,513,200
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 4,513,200
(c) Transactions in the shares of Common Stock within the past sixty days are as
follows:
By Iridian Asset Management LLC:
Date Buy/Sell No. of Shares Price per Share
9/16/98 Buy 161,100 $22.2337
9/17/98 Buy 51,900 $24.1532
10/1/98 Buy 21,800 $22.0780
10/2/98 Buy 69,600 $21.8454
10/2/98 Buy 500 $22.0000
10/15/98 Buy 15,300 $20.8354
10/20/98 Sell 20 $23.4490
By First Eagle:
Date Buy/Sell No. of Shares Price per Share
9/16/98 Buy 13,900 $22.2337
9/17/98 Buy 40,300 $24.1532
10/1/98 Buy 3,200 $22.0780
10/2/98 Buy 5,400 $21.8454
10/8/98 Sell 24,800 $19.8987
All transactions were effected on the open market.
(d) All of the shares purchased by Iridian Asset Management LLC were purchased
for the accounts of its investment management clients. All of the shares
purchased by First Eagle were purchased for its own account. All of the shares
purchased by Mr. Cohen were purchased for his own account.
<PAGE>
CUSIP No. 790849103 Schedule 13D Page 13 of 15 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
Schedule A - Joint Filing Agreement
<PAGE>
CUSIP No. 790849103 Schedule 13D Page 14 of 15 Pages
SIGNATURE.
After reasonable inquiry and to the best of its or his knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Date: October 23, 1998
IRIDIAN ASSET MANAGEMENT LLC
By: /s/ Jeffrey M. Elliott
----------------------------------
Jeffrey M. Elliott, Executive Vice President
LC CAPITAL MANAGEMENT, LLC
By: /s/ Jeffrey M. Elliott
----------------------------------
Jeffrey M. Elliott, Executive Vice President
CL INVESTORS, INC.
By: /s/ Jeffrey M. Elliott
----------------------------------
Jeffrey M. Elliott, President
By: /s/ David L. Cohen
----------------------------------
David L. Cohen, individually
By: /s/ Harold J. Levy
----------------------------------
Harold J. Levy, individually
Page 15 of 15 Pages
EXHIBIT A
JOINT FILING AGREEMENT AMONG IRIDIAN ASSET MANAGEMENT LLC, LC CAPITAL
MANAGEMENT, LLC, CL INVESTORS, INC., DAVID L. COHEN AND HAROLD J. LEVY
AGREEMENT between Iridian Asset Management LLC ("Iridian"), LC Capital
Management, LLC ("LC"), CL Investors, Inc. ("CLI"), David L. Cohen ("Cohen") and
Harold J. Levy ("Levy").
WHEREAS, in accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934 (the "Act"), only one statement containing the information required by
Schedule 13D and Schedule 13G and any amendments thereto need be filed whenever
two or more persons are required to file such a statement or any amendments
thereto with respect to the same securities, provided that said persons agree in
writing that such statement or any amendment thereto is filed on behalf of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the parties hereto agree as follows:
Iridian, LC, CLI, Cohen and Levy, do hereby agree, in accordance with Rule
13d-1(f) under the Act, to file a Schedule 13D or Schedule 13G relating to their
ownership of the common stock of St. Jude Medical, Inc., and do hereby further
agree that said Schedule 13D and Schedule 13G shall be filed on behalf of each
of them.
Date: October 23, 1998
IRIDIAN ASSET MANAGEMENT LLC
By: /s/ Jeffrey M. Elliott
----------------------------------
Jeffrey M. Elliott, Executive Vice President
LC CAPITAL MANAGEMENT, LLC
By: /s/ Jeffrey M. Elliott
----------------------------------
Jeffrey M. Elliott, Executive Vice President
CL INVESTORS, INC.
By: /s/ Jeffrey M. Elliott
----------------------------------
Jeffrey M. Elliott, President
By: /s/ David L. Cohen
----------------------------------
David L. Cohen, individually
By: /s/ Harold J. Levy
----------------------------------
Harold J. Levy, individually
