<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT
(AMENDMENT NO. 1)
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
SPINE-TECH, INC.
(Name of Subject Company)
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SULZER MEDICA ORTHOPEDICS ACQUISITION CORP.
AND
SULZER MEDICA LTD
(Bidder)
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COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
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848927109
(CUSIP Number of Class of Securities)
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Lawrence H. Panitz
Sulzer Medica Ltd
4000 Technology Drive
Angleton, TX 77515
(409) 848-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
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COPY TO:
Peter D. Lyons, Esq.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 848-4000
January 6, 1998
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This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1 (the
"Schedule 14D-1") relates to the offer by Sulzer Medica Orthopedics
Acquisition Corp., a Minnesota corporation ("Purchaser") and an indirect
wholly owned subsidiary of Sulzer Medica Ltd, a company organized under the
laws of Switzerland ("Parent"), to purchase all outstanding shares of common
stock, $.01 par value (the "Common stock"), of Spine-Tech, Inc., a Minnesota
corporation (the "Company"), and the associated preferred share purchase
rights (together with the Common Stock, the "Shares"), at a price of $52.00
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in Purchaser's Offer to Purchase dated December 19, 1997
(the "Offer to Purchase") and the related Letter of Transmittal, copies of
which were attached to the Schedule 14D-1 as Exhibits (a)(1) and (a)(2)
thereto, respectively. The Schedule 14D-1 was initially filed with the
Securities and Exchange Commission on December 19, 1997.
Capitalized terms used but not defined herein have the meanings ascribed
to such terms in the Offer to Purchase and the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(b)-(c) is hereby amended and supplemented by adding to the end
thereof the following:
On January 5, 1998, the Parent was notified that the waiting period
under the HSR Act applicable to the Offer has been terminated effective
as of December 31, 1997. Accordingly, the Offer has been cleared by all
applicable governmental authorities regulating antitrust concerns.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following
Exhibit:
(a)(9) Press Release issued by Purchaser on January 5, 1998.
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After reasonable 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.
SULZER MEDICA ORTHOPEDICS ACQUISITION
CORP.
By: /s/ LAWRENCE H. PANITZ
------------------------------------
Name: Lawrence H. Panitz
Title: Vice President,
Secretary and General Counsel
January 6, 1998
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After reasonable 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.
SULZER MEDICA LTD
By: /s/ ANDRE P. BUCHEL
------------------------------------
Name: Andre P. Buchel
Title: President and
Chief Executive Officer
January 6, 1998
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EXHIBIT INDEX
EXHIBIT PAGE IN SEQUENTIAL
NO. NUMBERING SYSTEM
- ------- ------------------
(a)(1) Form of Offer to Purchase dated December 19, 1997 .. *
(a)(2) Form of Letter of Transmittal ...................... *
(a)(3) Form of Notice of Guaranteed Delivery .............. *
(a)(4) Form of Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees .............. *
(a)(5) Form of Letter from Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees to Clients ... *
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 ..... *
(a)(7) Summary Advertisement as published in The Wall
Street Journal on December 19, 1997 .............. *
(a)(8) Press Release issued by Parent on December 19,
1997 ............................................. *
(a)(9) Press Release issued by Publisher on January 5,
1998 .............................................
(b)(1) Commitment Letter dated December 17, 1997 by
Credit Suisse First Boston with respect to
$250,000,000 Bridge Credit Facility to be
provided to the Company .......................... *
(c)(1) Agreement and Plan of Merger, dated as of
December 15, 1997 among Parent, Purchaser and
the Company ...................................... *
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* Previously filed.
7
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Exhibit 99(a)(9)
[SULZER LETTERHEAD]
FOR IMMEDIATE RELEASE
- ---------------------
Larry Panitz, Investor Relations 409/848-4180
T.C. Selman II, Public Relations 409/848-4097
SULZER MEDICA LTD ANNOUNCES HART-SCOTT-RODINO CLEARANCE
ANGLETON, TX: (January 5, 1998)-Sulzer Medica Orthopedics Acquisition Corp.,
an indirect, wholly owned subsidiary of Sulzer Medica Ltd, has announced that
it received today notification of the early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to
its $52.00 per share cash tender offer for Spine-Tech, Inc. announced on
December 16, 1997. Sulzer Medica said that the early termination became
effective as of Wednesday, December 31, 1997. Accordingly, Sulzer Medica's
tender offer has been cleared by all applicable governmental authorities
regulating antitrust concerns.
Sulzer Medica's tender offer is scheduled to expire at 12:00 Midnight, New
York City time, on Wednesday, January 21, 1998.
Sulzer Medica Ltd, with sales of approximately 1 billion USD, currently
employs more than 4800 people worldwide. Sulzer Medica Ltd is focused on the
development of implantable medical devices and biomaterials for the
cardiovascular and orthopedics markets worldwide. The company's products
include heart valves, pacemakers, defibrillators, ablation catheters,
vascular grafts, artificial knees, hips, shoulders, and dental implants.
(Zurich Stock Exchange: SMEN; NYSE: SM)
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