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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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INCONTROL, INC.
(NAME OF SUBJECT COMPANY)
PEGASUS ACQUISITIONS CORP.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
GUIDANT CORPORATION
(BIDDERS)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
45336L103
(CUSIP NUMBER OF CLASS OF SECURITIES)
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J.B. KING, ESQ.
GUIDANT CORPORATION
111 MONUMENT CIRCLE
INDIANAPOLIS, IN 46204-5129
(317) 971-2000
(NAMES, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF BIDDER)
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COPIES OF COMMUNICATIONS TO:
BERNARD E. KURY, ESQ.
JONATHAN L. FREEDMAN, ESQ.
DEWEY BALLANTINE LLP
1301 AVENUE OF THE AMERICAS
NEW YORK, NY 10019
(212) 259-8000
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This Amendment No. 5 amends and supplements the Tender Offer Statement on
Schedule 14D-1/Schedule 13D, initially filed August 17, 1998, as amended (the
"Schedule 14D-1"), of Guidant Corporation, an Indiana corporation, and its
wholly-owned subsidiaries, Cardiac Pacemakers, Inc., a Minnesota corporation,
and Pegasus Acquisitions Corp., a Delaware corporation ("Purchaser"), relating
to Purchaser's tender offer for all of the outstanding stock of InControl,
Inc., a Delaware corporation, 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 respective meanings given such terms in the Offer to Purchase
or the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in paragraphs (a) and (b) of Item 6 of the Schedule
14D-1 is hereby amended and supplemented as follows
The Offer expired at 12:00 midnight, New York City time, on September
14, 1998. According to a preliminary count by the Depositary, there were validly
tendered 21,346,323 Shares (including 862,077 Shares subject to guarantees of
delivery). The Shares so tendered represent approximately 97.7 percent of the
outstanding Shares. The Purchaser accepted for payment all such Shares validly
tendered according to the terms of the Offer.
ITEM 10. ADDITIONAL INFORMATION.
Pursuant to the Merger Agreement, the Purchaser intends to effect the
Merger in which each remaining Share will be converted into the right to receive
$6.00 in cash, without interest thereon.
A press release issued by Parent and the Company is filed as Exhibit (a)
10 and is incorporated herein by reference.
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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(a)(10) Form of press release issued by Parent and the Company on September 15, 1998.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, each of the
undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: September 15, 1998
Pegasus Acquisitions Corp.
/s/ A. Jay Graf
By: _________________________________
A. Jay Graf
President
Cardiac Pacemakers, Inc.
/s/ A. Jay Graf
By: _________________________________
A. Jay Graf
President and Chief Executive
Officer
Guidant Corporation
/s/ A. Jay Graf
By: _________________________________
A. Jay Graf
Vice President
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For Immediate Release
Date: September 15, 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 COMPLETES TENDER OFFER FOR INCONTROL, INC.
INDIANAPOLIS, Ind. and REDMOND, Wash.--SEPTEMBER 15, 1998--Guidant
Corporation (NYSE: GDT; PCX:GDT) and InControl, Inc. (Nasdaq: INCL) today
announced that Guidant has completed its cash tender offer for all of the
outstanding shares of common stock of InControl at a price of $6.00 per share.
The tender offer expired, as scheduled, at midnight, New York City time, on
September 14, 1998.
Guidant today accepted for payment all of the approximately
21,346,323 shares of InControl's common stock that had been validly
tendered, including approximately 862,077 shares tendered pursuant to
notices of guaranteed delivery. The shares tendered represent approximately
97.7% of the outstanding shares of InControl. Guidant and InControl now will
complete a merger under which the remaining outstanding shares of InControl
common stock will be converted into the right to receive $6.00 per share in
cash.
The operations of InControl will be integrated into Guidant's Cardiac
Rhythm Management (CRM) Group, headquartered in St. Paul, Minnesota. "The
acquisition of InControl, with its unmatched understanding of device treatment
of atrial arrhythmias and significant patent portfolio, greatly enhances our on-
going work in creating devices that treat multiple heart rhythm disorders,"
according to Jay Graf, president of the CRM Group. "The acquisition complements
out leadership position in the treatment of ventricular arrhythmias and creates
exciting new opportunities for devices designed to provide physicians with
maximum flexibility in matching therapy to patient need."
As previously announced, the acquisition will be accounted for under the
purchase method and will result in a one-time charge of approximately $90
million, which represents the value assigned to purchased research and
development. This charge will be recorded in the third quarter.
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.
InControl, Inc., based in Redmond, Washington, is a pioneer in the design,
development and manufacture of implantable atrial defibrillators and related
products.
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.
