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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
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ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
(AMENDMENT NO. 1)
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ELI LILLY AND COMPANY
(Name of Issuer)
ELI LILLY AND COMPANY
(Name of Person(s) Filing Statement)
COMMON STOCK, WITHOUT
PAR VALUE
(Title of Class of Securities)
532457 10 8
(CUSIP Number of Class of Securities)
REBECCA O. GOSS
ELI LILLY AND COMPANY
LILLY CORPORATE CENTER
INDIANAPOLIS, INDIANA 46285
(317) 276-2000
-Copy to-
BERNARD E. KURY
DEWEY BALLANTINE
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6092
(212) 259-8000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of
Person(s) Filing Statement)
AUGUST 21, 1995
(Date Tender Offer First Published, Sent
or Given to Security Holders)
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This statement amends Item 9 of the Rule 13e-4 Issuer Tender Offer
Statement on Schedule 13E-4, filed with the Securities and Exchange Commission
on August 21, 1995 (File No. 005-17885) ("Schedule 13E-4") relating to an offer
by Eli Lilly and Company (the "Company") to exchange (the "Exchange Offer")
57,600,000 shares of Common Stock, without par value, of Guidant Corporation
(the "Guidant Common Stock") which the Company owns for shares of the Company's
Common Stock, without par value, upon the terms and subject to the conditions
stated in the Offering Circular - Prospectus dated August 21, 1995 (the
"Offering Circular - Prospectus") attached to the Schedule 13E-4 as Exhibit
(a)(2) and the related Letter of Transmittal attached to the Schedule 13E-4 as
Exhibit (a)(4).
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Letter to Shareholders dated September 6, 1995.
(a)(12) Press Release dated September 6, 1995.
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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 6, 1995
ELI LILLY AND COMPANY
By /s/ EDWIN W. MILLER
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Name: EDWIN W. MILLER
Title: VICE PRESIDENT AND TREASURER
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EXHIBIT INDEX
Exhibit No. Description Page No.
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(a)(11) Letter to Shareholders
dated September 6, 1995
(a)(12) Press Release dated
September 6, 1995
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EXHIBIT (a)(11)
[LOGO OF ELI LILLY AND COMPANY]
ELI LILLY AND COMPANY
LILLY CORPORATE CENTER
INDIANAPOLIS, INDIANA 46285
September 6, 1995
Dear Shareholder:
By now you should have received a packet of documents relating to the
Exchange Offer commenced on August 21, 1995 by Eli Lilly and Company ("Lilly")
to its shareholders to exchange 3.49 shares of the common stock of Guidant
Corporation ("Guidant") owned by Lilly for each share of common stock of Lilly
up to an aggregate of 16,504,298 shares of Lilly common stock. Included in the
packet is an Offering Circular-Prospectus that describes the Exchange Offer
and the business of Guidant and Lilly.
The purpose of this letter is to update certain portions of the Offering
Circular-Prospectus that describe Guidant's business.
First, under the heading "New Products" on page 67, the third paragraph is
supplemented as follows:
In August 1995, Guidant began human implants of the ACS MULTI-
LINK (TM)coronary stent as part of its U.S. clinical trials. Stents are
metal tubes or coils that are mounted on a dilatation catheter, which is
inflated to expand the stent in the artery. When the catheter is removed
from the artery, the stent stays in place, which provides a "mechanical"
way of keeping the artery open. The ACS MULTI-LINK Stent is designed for
optimal radial strength, and features multiple linked rings for flexibility
and conformity. It is an expandable stent that is 15mm long, and has been
mounted on a delivery system that incorporates a selection of low-profile,
low-compliant PE-600 (R) balloons. The delivery system utilizes distinct
markers to position and deploy the stent. Between the ACS MULTI-LINK Stent
and the catheter is a specially designed elastomeric membrane, which
distributes the dilatation force evenly--ensuring complete concentric
expansion of the stent, and producing a streamlined profile on retraction.
A flexible, retractable sleeve covers the entire catheter, including the
stent. This protects both the stent and the artery while the stent is being
maneuvered through the coronary artery.
Second, under the heading "Implantable Tachy Products," beginning on page
69, the second to last paragraph (pp. 70-71) is supplemented as follows:
The first human implants of the VENTAK (R) MINI (TM) family of AICD (TM)
Automatic Cardioverter Defibrillator devices occurred in August 1995. The
VENTAK MINI includes Guidant's biphasic waveform, 6 minutes of diagnostic-
quality stored electrograms, and comprehensive therapy and diagnostics,
making it the world's smallest full-featured implantable defibrillator. The
VENTAK MINI pulse generator is 68 cc in size and weighs 125 grams, making
it 30 percent smaller than the VENTAK PRx III, Guidant's most recently
market-released predecessor.
Third, under the heading "Patents, Trademarks, Proprietary Rights and
Licenses," beginning on page 79, the fourth paragraph is supplemented as
follows:
On August 28, 1995, Guidant received a letter from Pacesetter, Inc.
advising Guidant that Pacesetter believes that certain Pacesetter patents
are being used by Guidant in connection with Guidant's VIGOR
pacemaker/programmer combination. The letter requests that Guidant cease
using
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such patents. The Pacesetter letter also advises that it appears to
Pacesetter that Guidant may also be using two patents licensed to
Pacesetter in connection with Guidant's VENTAK MINI. Pacesetter has
suggested in its letter that it believes it is in the parties' mutual
interest to enter into a cross license agreement.
Guidant is currently evaluating the patents presented by Pacesetter,
particularly in the light of Guidant's own portfolio of patents and patent
applications covering implantable defibrillators, pacemakers, leads and
programmers (including the Mirowski basic tachycardia patent portfolio). To
date, Guidant's evaluation of Pacesetter's patents and the two patents
licensed to Pacesetter has not established any improper use of these
patents. Litigation by Pacesetter seeking injunctive and monetary relief is
a possibility. However, Guidant believes that any outcome of this matter
will not have a material adverse effect on Guidant.
The Exchange Offer expires at midnight, New York City time, on Monday,
September 18, 1995. If you have any questions about the Exchange Offer or would
like additional copies of any of the Exchange Offer documents, please call the
Information Agent, D.F. King & Co., Inc., at one of the following numbers:
United States (800) 207-3158
Europe (44) 171-600-5005 (collect)
Outside U.S. and Europe (212) 269-5550 (collect)
Sincerely,
/s/ Randall L. Tobias
Randall L. Tobias
Chairman and Chief Executive Officer
This is a supplement to the Offering Circular-Prospectus dated August 21, 1995.
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EXHIBIT (a)(12)
SUPPLEMENT TO OFFERING CIRCULAR-PROSPECTUS FILED FOR LILLY/GUIDANT
EXCHANGE OFFER
Eli Lilly and Company and Guidant Corporation today announced that they have
filed a supplement to the Offering Circular-Prospectus of August 21, 1995 in
connection with the exchange offer of 3.49 shares of common stock of Guidant
for each share of Lilly. The supplement, a copy of which is attached to this
release, updates certain portions of the description of Guidant's business to
reflect developments since August 21. The supplement will be mailed to all
Lilly shareholders this week.
The exchange offer expires at midnight, New York City time, on Monday, September
18, 1995. Questions regarding the exchange offer may be addressed to the
Information Agent, D.F. King & Co., Inc., at the phone numbers listed on the
attachment.
Lilly is a global research-based pharmaceutical corporation headquartered in
Indianapolis, Ind., that is dedicated to creating and delivering superior health
care solutions--by combining pharmaceutical innovation, existing pharmaceutical
technology, disease prevention and management and information technologies--in
order to provide customers worldwide with optimal clinical and economic
outcomes.
A leader in the medical device industry, Guidant Corporation provides
innovative, cost-effective products and services to the global cardiology and
minimally invasive surgery marketplaces. Guidant comprises Advanced
Cardiovascular Systems, Inc. (ACS), Cardiac Pacemakers, Inc. (CPI), Devices for
Vascular Intervention, Inc. (DVI), Heart Rhythm Technologies Incorporated (HRT),
Origin Medsystems, Inc. and the company's international affiliates.
