SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ATS Medical, Inc.
(Name of issuer)
Common Stock, par value $0.01 per share
(Title of class of securities)
002083 10 3
(CUSIP number)
Randy S. Laxer, Esq.
O'Melveny & Myers LLP
Akasaka Twin Tower, 14F
2-17-22, Akasaka, Minato-ku, Tokyo 107-0052 Japan
(813) 5562-2800
(Name, address and telephone number of person
authorized to receive notices and communications)
January 28, 2000
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), 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 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).
Note. Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
[CUSIP No. 002083 10 3]
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ITOCHU CORPORATION; 98-0053818
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b[x])
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
N/A
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
JAPAN
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
172,300 SHARES
8 SHARED VOTING POWER
172,300 SHARES
9 SOLE DISPOSITIVE POWER
172,300 SHARES
10 SHARED DISPOSITIVE POWER
172,300 SHARES
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,770 SHARES (392,470 SHARES) BENEFICIALLY
OWNED SOLELY BY MEANS OF CONTROL OF CENTURY
MEDICAL, INC.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
CUSIP No. 002083 10 3
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CENTURY MEDICAL, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b[x])
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
JAPAN
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
0 SHARES
8 SHARED VOTING POWER
392,470 SHARES
9 SOLE DISPOSITIVE POWER
0 SHARES
10 SHARED DISPOSITIVE POWER
392,470 SHARES
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
392,470 SHARES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
This Schedule 13D/A (Amendment No. 2) amends and
supplements the Statement on Schedule 13D dated as of February 7,
1997 (the "Statement") and Amendment No.1 of the Statement on
Schedule 13D dated as of November 28, 1997 by Itochu Corporation
("Itochu") and Century Medical, Inc. ("CMI") relating to the
common stock ("Common Stock"), par value $0.01 per share, of ATS
Medical, Inc. ("ATS"). Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the same
meaning as set forth in the Statement.
Item 2. Identity and Background.
The information previously furnished in response to
this item is amended (i) to replace the previous Schedule A with
the revised Schedule A attached hereto.
Item 3. Source and Amount of Funds or Other Consideration.
N/A
Item 4. Purpose of Transaction.
N/A
Item 5. Interest in Securities of the Issuer.
The information previously furnished in response to
this item is amended to add the following:
During the period starting on January 17, 2000 and
ending on March 13, 2000, Itochu sold a total of 612,170 shares
of Common Stock on NASDAQ. During the period starting on
December 21, 1999 and ending on January 14, 2000, CMI sold a
total of 392,000 shares of Common Stock on NASDAQ. Subsequent to
such transfers, Itochu beneficially owns 172,300 shares of Common
Stock, and Itochu (by means of control of its wholly-owned
subsidiary CMI) and CMI share beneficial ownership of 392,470
shares, for an aggregate 564,770 shares or 3.2% of the
outstanding shares of Common Stock. Itochu retains sole voting
and dispositive power with respect to 172,300 shares, and Itochu
and CMI share voting and dispositive power with respect to an
additional 392,470 shares of Common Stock.
As of January 28, 2000 Itochu and Itochu (by means of
control of its wholly-owned subsidiary CMI) and CMI ceased to be
the beneficial owners of more than five percent of Common Stock.
Item 7. Material to be Filed as Exhibits.
Exhibit No. Exhibit
1 Agreement Re Joint Filing.
SIGNATURE
<PAGE>
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.
Date: May 1, 2000
ITOCHU CORPORATION CENTURY MEDICAL, INC.
By: /s/ Mitsuaki Fukuda By: /s/ Hiroshi Matsumoto
Name: Mitsuaki Fukuda Name: Hiroshi Matsumoto
Title: Senior Managing Director Title: President & CEO
<PAGE>
Schedule A
Directors of ITOCHU
Minoru Murofushi
Jay W. Chai
Mr. Chai is a U.S. citizen whose business address
is ITOCHU International Inc., 335 Madison Avenue,
New York, New York10017.
Uichiro Niwa
Hiroshi Sumie
Masahisa Naito
Tetsusaburo Shirai
Seizo Kano
Keiichi Wakabayashi
Makoto Kato
Yushin Okazaki
Kakuichi Saegusa
Sumitaka Fujita
Junichi Taniyama
Masaya Takei
Takeshi Kondo
Mitsuaki Fukuda
Yasuo Itsushima
Kunio Tajiri
Sumio Yanagidate
Ryuzo Ogino
Kenji Harasawa
Akira Yokota
Toshitaka Konishi
Motoyuki Katsube
Akio Shigetomi
Shigeji Ono
Yoshio Yoshino
Kiyomi Yamada
Toshio Konishi
<PAGE>
Schedule B
Directors of CMI
Hiroshi Matsumoto
Masaki Nakano
Yasuo Kyotani
Teiji Shima
Shunzo Saegusa
Yoshisada Tanaka
Mr. Tanaka's principal occupation is serving as an
officer of ITOCHU Corporation, whose business address
is 2-5-1, Kita-Aoyama, Minato-Ku, Tokyo 107, Japan.
Kazuo Nozaki
Mr. Nozaki's principal occupation is serving as
an officer of ITOCHU Corporation, whose
business address is 2-5-1, Kita-Aoyama, Minato-ku, Tokyo
107, Japan.
EXHIBIT 1
AGREEMENT RE JOINT FILING
Each of the undersigned hereby agrees, as required pursuant
to Rule 13d-1(f)(1)(iii) under the Securities and Exchange Act of
1934, that this Schedule 13D/A is to be filed on behalf of each
such party.
ITOCHU CORPORATION
By: /s/ Mitsuaki Fukuda
Name: Mitsuaki Fukuda
Title: Senior Managing Director
CENTURY MEDICAL, INC.
By: /s/ Hiroshi Matsumoto
Name: Hiroshi Matsumoto
Title: President & CEO
