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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
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EVEREST MEDICAL CORPORATION
(Name of subject company)
GOLDEN ACQUISITION CORP. (Offeror)
GYRUS GROUP PLC (Affiliate of Offeror)
(Names of Filing Persons (identifying status as offeror,
issuer or other person))
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COMMON STOCK, PAR VALUE $.01 PER SHARE;
SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $.01 PER SHARE; SERIES B 8%
CONVERTIBLE PREFERRED SHARES, PAR VALUE $.01 PER SHARE; SERIES C 6%
CONVERTIBLE REDEEMABLE PREFERRED STOCK, PAR VALUE $.01 PER SHARE; and SERIES
D 10% CONVERTIBLE REDEEMABLE PREFERRED
STOCK, PAR VALUE $.01 PER SHARE.
(Title of classes of securities)
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299806-10-9
(CUSIP number of common stock)
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John Bradshaw, Finance Director
Golden Acquisition Corp.
c/o Gyrus Group PLC
Fortran Road; St. Mellons
Cardiff; CF3 0LT
England
011-44-1222-300-110
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF OFFERORS)
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WITH COPIES TO:
Gerald J. Kehoe, Esq.
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
(617) 951-8000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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AGGREGATE OF THE CASH OFFERED BY THE OFFEROR FOR THE SECURITIES ($46,880,000) (.02) X (.01 X TRANSACTION VALUATION) ($9,376)
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* For purposes of calculating amount of filing fee only. The amount assumes
the purchase of (1) 7,728,965 shares of Common Stock, par value $.01 per
share (the "Common Shares"), at a price per Common Share of $4.85 in cash,
(2) 462,937 shares of Series A Convertible Preferred Stock (the "Series A
Preferred Stock") at a price per share of Series A Preferred Stock of $4.85
in cash, (3) 597,273 shares of Series B 8% Convertible Preferred Shares
(the "Series B Preferred Stock") at a price per share of Series B Preferred
Stock of $4.85 in cash, (4) 410,906 shares of Series C 6% Convertible
Redeemable Preferred Stock (the "Series C Preferred Stock") at a price per
share of Series C Preferred Stock of $4.85 in cash, and (5) 466,500 shares
of Series D 10% Convertible Redeemable Preferred Stock (the "Series D
Preferred Stock") at a price per share of Series D Preferred Stock of $4.85
in cash.
/x/ Check the 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: $9,376 Filing Party: Golden Acquisition Corp.
Form or Registration No.: Schedule TO Date Filed: March 16, 2000
Check the box if the filing relates solely to preliminary communications
made before the commencement of the tender offer. Check the appropriate
boxes below to designate any transactions to which the statement relates:
/x/ third party tender offer subject to Rule 14d-1
/ / issuer tender offer subject to Rule 13e-4
/ / going private transaction subject to Rule 13e-3
/ / amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer:
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AMENDMENT TO OFFER TO PURCHASE
Notwithstanding anything to the contrary that may be expressed in the
Offer to Purchase, dated March 16, 2000 (the "Offer to Purchase"), and attached
as Exhibit 1 to the Schedule TO filed with the Securities and Exchange
Commission on March 16, 2000, by Golden Acquisition Corp., a Delaware
corporation (the "Purchaser") and Gyrus Group PLC, parent of the Purchaser and a
public limited company incorporated and existing under the laws of England and
Wales, in order for the Purchaser to accept for payment shares validly tendered
in the offer (the "Offer") made by the Purchaser in such Offer to Purchase, all
conditions to the Offer, other than those involving receipt of necessary
government approvals, will be either satisfied or waived on or before the
Expiration Date of the Offer.
SIGNATURES
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: April 7, 2000
GOLDEN ACQUISITION CORP.
By: /s/ John Bradshaw
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Name: John Bradshaw
Title: Secretary and Treasurer
GYRUS GROUP PLC
By: /s/ John Bradshaw
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Name: John Bradshaw
Title: Finance Director
