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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. 2
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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))
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
- -----------------------------------------------------------------------------
AGGREGATE OF THE CASH OFFERED BY THE (.02) X (.01 X TRANSACTION
OFFEROR FOR THE SECURITIES ($46,880,000) 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:/x/
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FINAL AMENDMENT TO SCHEDULE TO REPORTING THE RESULTS OF THE TENDER OFFER
At 12:00 noon, New York City time, on April 13, 2000, the expiration
date of the tender offer (the "Offer") made by Golden Acquisition Corp. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of Gyrus
Group PLC, a public limited company incorporated and existing under the laws of
England and Wales, for all outstanding shares of (1) Common Stock, par value
$.01 per share (the "Common Shares"), (2) Series A Convertible Preferred Stock,
par value $.01 per share (the "Series A Shares"), (3) Series B 8% Convertible
Preferred Shares, par value $.01 per share (the "Series B Shares"), (4) Series C
6% Convertible Redeemable Preferred Stock, par value $.01 per share (the "Series
C Shares"), and (5) Series D 10% Convertible Redeemable Preferred Stock, par
value $.01 per share (the "Series D Shares", collectively, with the Common
Shares, the Series A Shares, the Series B Shares and the Series C Shares, the
"Shares"), of Everest Medical Corporation, a Minnesota corporation, upon the
terms and subject to the conditions set forth in the Purchaser's Offer to
Purchase dated March 16, 2000, as amended, and the related Letter of
Transmittal, an aggregate of 9,054,804 Shares had been validly tendered into the
Offer and not withdrawn. The Purchaser has accepted for payment such validly
tendered Shares, representing approximately 93 percent of the outstanding
Shares.
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 20, 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
