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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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INCONTROL, INC.
(Name of subject company)
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INCONTROL, INC.
(Name of person(s) filing statement)
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COMMON STOCK, PAR VALUE $.01
(Title of class of securities)
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45336L 10 3
(CUSIP number of class of securities)
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KURT C. WHEELER
INCONTROL, INC.
6675 185TH AVENUE N.E.
REDMOND, WASHINGTON 98052
(425) 861-9800
(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:
Stephen M. Graham
Michael C. Piraino
Alan C. Smith
Perkins Coie
1201 Third Avenue, 40th Floor
Seattle, Washington 98101-3099
(206) 583-8888
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This Amendment No. 3 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, initially filed August 18, 1998 (the
"Schedule 14D-9"), of InControl, Inc., a Delaware corporation (the "Company"),
relating to the tender offer made by Pegasus Acquisitions Corp., a Delaware
corporation (the "Purchaser") and wholly owned subsidiary of Guidant
Corporation, an Indiana corporation ("Parent"), as described in the Tender Offer
Statement on Schedule 14D-1 of the Purchaser dated August 17, 1998, to purchase
all outstanding shares of Common Stock of the Company upon the terms and subject
to the conditions set forth in the Offer to Purchase dated August 17, 1998 (the
"Offer to Purchase"). Unless otherwise defined herein, all capitalized terms
used herein shall have the meanings given such terms in the Offer to Purchase or
the Schedule 14D-1.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
The response to Item 8 is hereby amended and supplemented as follows:
On September 2, 1998, Parent and the Company issued the joint press
release attached hereto as Exhibit 10. The information set forth in the
press release is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 10 Form of press release issued by Parent and the Company on
September 2, 1998.
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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: September 3, 1998 InControl, Inc.
By: /s/ Philip A. Okeson
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Philip A. Okeson
Chief Financial Officer, Treasurer and
Secretary
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For Immediate Release
Date: September 2, 1998
Guidant Contacts:
Todd McKinney, Investor Relations, 317/971-2094
Carol A. Lindahl, Media Relations, 651/582-4461
Rob Allen, Media Relations, 317/971-2031
InControl Contacts:
Phil M. Okeson, 425/861-9800. Ext. 157
Sean M. Cleary, 425/861-9800. Ext. 660
GUIDANT ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO
WAITING PERIOD FOR INCONTROL TENDER OFFER
INDIANAPOLIS, Ind. and REDMOND, Wash.--SEPTEMBER 2, 1998--Guidant
Corporation (NYSE:GDT) and InControl, Inc. (NASDAQ:INCL) today announced that
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 has expired with respect to Guidant's pending cash tender offer for all
of the outstanding shares of InControl common stock at a price of $6.00 per
share. The tender offer is scheduled to expire at midnight, New York City
time, on Monday, September 14, 1998.
InControl, Inc., based in Redmond, Washington, is a pioneer in the design,
development and manufacture of implantable atrial defibrillators and related
products.
A global leader in the medical device industry, Guidant Corporation, based
in Indianapolis, Indiana, provides innovative, minimally invasive and cost-
effective products and services for the treatment of cardiovascular and
vascular disease.
For more information on Guidant, visit Guidant's Web site at
http://www.guidant.com.
For more information on InControl, visit InControl's Web site at
http://www.incontrol.com.
