As filed with the Securities and Exchange Commission on November 30, 2000
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT TO NO. 4
TO
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14 (d) (4)
OF THE SECURITIES EXCHANGE ACT OF 1933
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INNERDYNE, INC.
(Name of Subject Company)
INNERDYNE, INC.
(Name of Person(s) Filing Statement)
45764D102
(CUSIP Number of Class of Securities)
1244 Reamwood Avenue
Sunnyvale, CA 94089
(408) 745-6010
(Address, including zip code, and telephone number,
including area code, of Registrant's
principal executive offices)
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William G. Mavity
President and Chief Executive Officer
InnerDyne, Inc.
1244 Reamwood Avenue
Sunnyvale, CA 94089
(408) 745-6010
(Name, Address and telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
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Copy to:
Alan Talkington, Esq.
Orrick, Herrington & Sutcliffe LLP
400 Sansome Street
San Francisco, CA 94111
(415) 392-1122
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|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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The purpose of this Amendment No. 4 is to amend and supplement Item 9 of the
Schedule 14D-9 as described below. Defined terms used herein and not defined
have the meanings given them in the Schedule 14D-9 previously filed.
ITEM 9. EXHIBITS.
Item 9 is amended and supplemented as set forth below. The remainder of Item 9
as previously filed is incorporated herein by reference.
(a)(9) Joint Press Release of InnerDyne, Inc. and Tyco International Ltd.,
dated November 30, 2000.
<PAGE>
SIGNATURE
After reasonable 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: November 30, 2000
InnerDyne, Inc.
By: /s/ William G. Mavity
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Name: William G. Mavity
Title: President and Chief
Executive Officer
2
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EXHIBIT (a)(9)
FOR IMMEDIATE RELEASE
(Thursday, November 30, 2000)
CONTACTS:
TYCO:
Investor Relations Media Relations
J. Brad McGee Judith Czelusniak
Executive Vice President, Senior Vice President,
Chief Strategy Officer Corporate Relations
Tyco International (US) Inc. Tyco International (US) Inc.
(603) 778-9700 (561) 988-7424
INNERDYNE:
William G. Mavity
President/CEO
InnerDyne, Inc.
(408) 745-6010
SHARES ACCEPTED IN INNERDYNE EXCHANGE OFFER;
OFFER EXTENDED TO DECEMBER 1, 2000
Pembroke, Bermuda and Sunnyvale, CA, November 30, 2000 -- Tyco International
Ltd. (NYSE: TYC; LSE: TYI; BSX: TYC), a diversified manufacturing and service
company, and InnerDyne, Inc. (NASDAQ: IDYN), a medical manufacturer and
distributor of patented radial dilating access devices used in minimally
invasive surgical procedures, today announced that Tyco Acquisition Corp. X, a
subsidiary of Tyco, has accepted tendered shares for exchange in its offer for
the common stock of InnerDyne.
The exchange ratio for the offer is 0.1337 Tyco common shares for each share of
InnerDyne common stock. This values InnerDyne common stock at $7.50 per share,
based upon an average price for Tyco common shares over a five trading day
period that ended on November 27, 2000.
Tyco Acquisition was advised by ChaseMellon Shareholder Services, the exchange
agent for the offer, that, as of 6:00 p.m. on November 29, 2000, a total of
20,961,312 shares were tendered in
<PAGE>
the offer (including 897,221 shares through notice of guaranteed delivery),
which constitutes approximately 89.9% of the total number of outstanding shares
of InnerDyne common stock.
Tyco and InnerDyne also announced an extension of the exchange offer for all
remaining common stock of InnerDyne to 6:00 p.m., New York City time, on Friday,
December 1, 2000. All shares tendered during the extension period will be
promptly accepted for exchange at the 0.1337 exchange ratio. There will be no
withdrawal rights during the extension period.
As soon as practicable following the expiration of the offer extension,
InnerDyne will be merged with a subsidiary of Tyco and will become a
wholly-owned Tyco subsidiary. If following the expiration of the offer extension
Tyco Acquisition has acquired at least 90% of the outstanding InnerDyne shares,
the merger will be accomplished under Delaware's short-form merger procedure. In
the merger, stockholders will receive the same consideration of 0.1337 Tyco
common shares per share of InnerDyne common stock as received by stockholders
who tendered in the offer.
ABOUT INNERDYNE
InnerDyne designs, develops and manufactures minimally invasive surgical access
products that incorporate the company's proprietary radial dilation technology,
including the patented Step(TM) expandable needle system. Radial dilation
provides surgical access through expansion of a very small opening using
progressively larger blunt instruments.
ABOUT TYCO INTERNATIONAL LTD.
Tyco International Ltd. is a diversified manufacturing and service company. Tyco
is the world's largest manufacturer and servicer of electrical and electronic
components; the world's largest designer, manufacturer, installer and servicer
of undersea telecommunications systems; the world's largest manufacturer,
installer and provider of fire protection systems and electronic security
services; and the world's largest manufacturer of flow control valves. Tyco also
holds strong leadership positions in disposable medical products, diagnostic
imaging, bulk pharmaceuticals, wound closure, plastics and adhesives. Tyco
operates in more than 100 countries and has reported fiscal 2000 sales of
approximately $28.9 billion.
Tyco has filed a registration statement on Form S-4, a Schedule TO, a prospectus
and other documents relating to the exchange offer and InnerDyne has filed the
related solicitation/recommendation statement on Schedule 14D-9 with the SEC.
Copies of these documents and other documents filed by Tyco and InnerDyne with
the SEC may be obtained at the SEC's web site at http://www.sec.gov. These
documents may also be obtained from Tyco or from InnerDyne by directing requests
to Tyco International Ltd., The Zurich Centre, Second Floor, 90 Pitts Bay Road,
Pembroke HM 08, Bermuda, tel: (441) 292-8674; or to InnerDyne, Inc., 1244
Reamwood Avenue, Sunnyvale, CA 94089, tel: (408) 745-6010.
Documents may also be obtained from MacKenzie Partners, Inc., the information
agent for the offer, 156 Fifth Avenue, New York, New York 10010, (212) 929-5500
(call collect) or (800) 322-2885 (toll free).
