<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE 14D-1
(AMENDMENT NO. 3 - FINAL AMENDMENT)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
--------------
CIRCON CORPORATION
(NAME OF SUBJECT COMPANY)
MMI ACQUISITION CORP.
MAXXIM MEDICAL, INC.
MAXXIM MEDICAL, INC.
(BIDDERS)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
172736 10 0
(CUSIP NUMBER OF CLASS OF SECURITIES)
--------------
KENNETH W. DAVIDSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MAXXIM MEDICAL, INC.
10300 49TH STREET NORTH
CLEARWATER, FL 33762
TELEPHONE: (727) 561-2100
FACSIMILE: (727) 561-2170
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
MICHAEL E. GIZANG, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NY 10022
TELEPHONE: (212) 735-3000
FACSIMILE: (212) 735-2000
--------------
CALCULATION OF FILING FEE
===============================================================================
TRANSACTION VALUATION* $219,797,445 AMOUNT OF FILING FEE $43,960
===============================================================================
* Estimated for purposes of calculating the amount of the filing fee only.
This amount assumes the purchase of 14,653,163 shares of common stock,
$0.01 par value per share (the "Shares"), of Circon Corporation at a price
of $15.00 per Share in cash, without interest thereon. Such number of
Shares represents the 13,440,490 Shares outstanding as of November 20,
1998, and assumes the issuance prior to the consummation of the Offer of
1,212,673 Shares upon the exercise or conversion of outstanding stock
options and warrants. The amount of the filing fee calculated in
accordance with Regulation 240.0-11 of the Securities Exchange Act of
1934, as amended, equals 1/50th of one percent of the value of the
transaction.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $43,960
Form or Registration No.: Schedule 14D-1
Filing Party: MMI Acquisition Corp., Maxxim Medical, Inc. and Maxxim
Medical, Inc.
Date Filed: November 30, 1998
===============================================================================
<PAGE>
14D-1
- ---------------------
CUSIP NO. 172736 10 0
- ---------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MMI ACQUISITION CORP.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) OR 2(f) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,547,831
- -------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
- -------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
93.2%
- -------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
2
<PAGE>
14D-1
- ---------------------
CUSIP NO. 172736 10 1
- ----------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MAXXIM MEDICAL, INC.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) OR 2(f) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,547,831
- -------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
- -------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
93.2%
- -------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
3
<PAGE>
14D-1
- ---------------------
CUSIP NO. 172736 10 1
- ---------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MAXXIM MEDICAL, INC.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) OR 2(f) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- -------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,547,831
- -------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
- -------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
93.2%
- -------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
4
<PAGE>
TENDER OFFER
This Amendment No. 3 (Final Amendment) amends and supplements the Tender
Offer Statement on Schedule 14D-1 filed on November 30, 1998 (as amended and
supplemented, the "Statement"), relating to the offer by MMI Acquisition Corp.,
a Delaware corporation ("Purchaser"), and a wholly owned subsidiary of Maxxim
Medical, Inc., a Delaware corporation ("Parent"), a wholly owned subsidiary of
Maxxim Medical, Inc., a Texas corporation ("Maxxim"), to purchase all of the
outstanding shares of common stock, par value $0.01 per share (the "Common
Stock"), including the associated preferred stock purchase rights issued
pursuant to the Rights Agreement, dated as of August 14, 1996, by and between
the Company (as defined below) and Chase Mellon Shareholder Services, LLC, as
Rights Agent (the "Rights" and, together with the Common Stock, the "Shares"),
of Circon Corporation, a Delaware corporation (the "Company"), at a price of
$15.00 per Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
November 30, 1998, and the related Letter of Transmittal. Unless otherwise
indicated, the capitalized terms used herein shall have the meanings specified
in the Statement, including the Offer to Purchase previously filed as Exhibit
(a)(1) hereto.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Offer expired at 5:00 p.m., New York City time, on Tuesday, January 5,
1999. Based on preliminary information provided by the Depositary,
approximately 12,547,831 Shares or 93.2% of the outstanding Shares were validly
tendered and not withdrawn pursuant to the Offer (including approximately
172,085 Shares subject to guarantees of delivery). Purchaser has accepted the
tendered Shares for payment and has notified the Depositary to promptly pay for
the tendered and accepted Shares, in accordance with the terms and subject to
the conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated November 30, 1998.*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(7) Press Release, dated November 21, 1998.*
(a)(8) Press Release, dated November 30, 1998.*
(a)(9) Summary Advertisement.*
5
<PAGE>
(a)(10) Press Release, dated December 10, 1998.*
(a)(11) Press Release, dated January 5, 1999.*
(a)(12) Press Release, dated January 6, 1999.
(b)(1) Commitment Letter, dated as of November 21, 1998, by and among
Maxxim, NationsBank, N.A. and NationsBanc Montgomery Securities
LLC.*
(b)(2) Third Amended and Restated Credit Agreement, dated as of January
4, 1999, by and among Maxxim, NationsBank, N.A., as agent, The
Bank of Nova Scotia and First Union Bank, as managing agents, and
the banks named therein, without exhibits.*
(c)(1) Agreement and Plan of Merger, dated as of November 21, 1998, by
and among Parent, Purchaser and the Company.*
(c)(2) Exclusivity Agreement, dated as of November 17, 1998, by and
between Maxxim and the Company.*
(d) None.
(e) Not applicable.
(f) None.
- ----------
* Previously filed.
6
<PAGE>
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 6, 1999 MMI ACQUISITION CORP.
By: /s/ KENNETH W. DAVIDSON
------------------------------------
Name: Kenneth W. Davidson
Title: President
MAXXIM MEDICAL, INC.
By: /s/ KENNETH W. DAVIDSON
------------------------------------
Name: Kenneth W. Davidson
Title: Chairman of the Board,
President and
Chief Executive Officer
MAXXIM MEDICAL, INC.
By: /s/ KENNETH W. DAVIDSON
------------------------------------
Name: Kenneth W. Davidson
Title: Chairman of the Board,
President and
Chief Executive Officer
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE NO.
- --------------- -----------
<S> <C> <C>
(a)(1) Offer to Purchase, dated November 30, 1998.*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.*
(a)(7) Press Release, dated November 21, 1998.*
(a)(8) Press Release, dated November 30, 1998.*
(a)(9) Summary Advertisement.*
(a)(10) Press Release, dated December 10, 1998.*
(a)(11) Press Release, dated January 5, 1999.*
(a)(12) Press Release, dated January 6, 1999.
(b)(1) Commitment Letter, dated as of November 21, 1998, by and among Maxxim,
NationsBank, N.A. and NationsBanc Montgomery Securities LLC.*
(b)(2) Third Amended and Restated Credit Agreement, dated as of January 4, 1999,
by and among Maxxim, NationsBank, N.A., as agent, The Bank of Nova
Scotia and First Union Bank, as managing agents, and the banks named
therein, without exhibits.*
(c)(1) Agreement and Plan of Merger, dated as of November 21, 1998, by and among
Parent, Purchaser and the Company.*
(c)(2) Exclusivity Agreement, dated as of November 17, 1998, by and between
Maxxim and the Company.*
(d) None.
(e) Not applicable.
(f) None.
</TABLE>
- ----------
* Previously filed.
<PAGE>
Exhibit (a)(12)
FOR: MAXXIM MEDICAL, INC.
APPROVED BY: Peter M. Graham
Executive Vice President
727/561-2100
CONTACTS: Mary Lugris
Investor Relations
727/561-2100
Morgen-Walke Associates
Andrea Kaimowitz/Katherine Mittelbusher
Press: Stacey Berns/Stacey Nield
212/850-5600
FOR IMMEDIATE RELEASE
MAXXIM MEDICAL PURCHASES 12,547,831 SHARES
REPRESENTING APPROXIMATELY 93% OF
THE OUTSTANDING SHARES OF CIRCON CORPORATION
CLEARWATER, FLORIDA, JANUARY 6, 1999 -- MAXXIM MEDICAL, INC. (NYSE: MAM)
announced today that MMI Acquisition Corp., a wholly owned subsidiary of Maxxim
Medical, has successfully completed its cash tender offer to purchase all of
the outstanding shares of Circon Corporation (NASDAQ: CCON) at a price of
$15.00 per share.
Maxxim Medical reported that, based on a preliminary count, a total of
12,547,831 shares of Circon Corporation common stock had been tendered pursuant
to the tender offer (including 172,085 shares subject to guarantees of delivery
or receipt of additional documentation), which expired at 5:00 p.m., New York
City time, on Tuesday, January 5, 1999, and that all such shares have been
accepted for payment in accordance with the terms of the tender offer. The
shares tendered constitute approximately 93% of the total outstanding Circon
shares.
Maxxim Medical also announced that MMI Acquisition Corp. and Circon expect
to shortly effect a merger pursuant to which Circon will become a wholly owned
subsidiary of Maxxim Medical and all holders of Circon shares (other than MMI
Acquisition Corp.) that were not tendered will have the right to receive the
same $15.00 per share in cash payable pursuant to the tender offer.
Maxxim Medical is a major, diversified manufacturer, distributor and
marketer of disposable specialty medical products such as custom procedure
trays, medical gloves, electrosurgical systems and disposable products for use
in cardiology, radiology and critical care.
# # #
