As filed with the Securities and Exchange Commission on November 21, 2000
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT TO NO. 2
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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<PAGE>
The purpose of this Amendment No. 2 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)(7) Joint Press Release of InnerDyne, Inc. and Tyco International Ltd.,
dated November 21, 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 21, 2000
InnerDyne, Inc.
By: /s/ William G. Mavity
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Name: William G. Mavity
Title: President and Chief
Executive Officer
2
<PAGE>
EXHIBIT (a)(6)
FTC GRANTS EARLY TERMINATION
FOR INNERDYNE EXCHANGE OFFER
PEMBROKE, Bermuda and SUNNYVALE, Calif., Nov. 21 -- 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 the Federal Trade
Commission has granted early termination of the waiting period under the
Hart-Scott-Rodino Act relating to the exchange offer of Tyco Acquisition
Corp. X for the common stock of InnerDyne.
Tyco Acquisition is offering to exchange a fraction of a Tyco common share
valued at $7.50, determined as described in the prospectus for the offer, for
each share of InnerDyne common stock. The offer is scheduled to expire at 12:00
midnight on Wednesday, November 29, 2000.
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
Tyco 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
preliminary 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).
