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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. 2)
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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. 2 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.
The response to Item 8 is hereby amended and supplemented as follows:
On August 27, 1998, pursuant to Section 6.6 of the Merger Agreement,
the Company filed its Notification and Report Form with respect to the
Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.
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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: August 28, 1998 InControl, Inc.
By: /s/ Philip A. Okeson
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Philip A. Okeson
Chief Financial Officer, Treasurer and
Secretary
