5
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549 SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of
1934
Guidant Corporation
(Name of Issuer)
Common Stock without par value
(Title of Class of Securities)
401-698-10-5
(CUSIP Number)
Check the following box if a fee is being paid with
this statement [ ]
The information required on the remainder of this
cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be
subject to all other provisions of the Act.
<PAGE>
Cusip Number: 401-698-10-5
(1)
Name of Reporting Person and S.S. or I.R.S.
Identification Number of Above Person:
Tiger Management L.L.C.
(2)
Check the Appropriate Box if a Member
of a Group:
(a)
(b)
(3)
SEC Use Only:
(4)
Citizenship or Place of Organization:
Delaware
(5) Sole Voting Power: -0-
(6) Shared Voting Power: -0-
(7) Sole Dispositive Power: -0-
(8) Shared Dispositive Power: -0-
(9)
Aggregate Amount Beneficially Owned by Each
Reporting Person: -0-
(10)
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares:
(11)
Percent of Class Represented by Amount in Row
(9): 0%
(12)
Type of Reporting Person:
IA
<PAGE>
Cusip Number: 401-698-10-5
(1)
Name of Reporting Person and S.S. or
I.R.S. Identification Number of Above
Person: Tiger Performance L.L.C.
(2)
Check the Appropriate Box if a Member
of a Group:
(a)
(b)
(3)
SEC Use Only:
(4)
Citizenship or Place of Organization:
Delaware
(5) Sole Voting Power: -0-
(6) Shared Voting Power: -0-
(7) Sole Dispositive Power: -0-
(8) Shared Dispositive Power: -0-
(9)
Aggregate Amount Beneficially Owned by Each
Reporting Person: -0-
(10)
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares:
(11)
Percent of Class Represented by Amount in Row
(9): 0%
(12)
Type of Reporting Person:
IA
<PAGE>
Cusip Number: 401-698-10-5
(1)
Name of Reporting Person and S.S. or I.R.S.
Identification Number of Above Person:
Panther Partners, L.P.
(2)
Check the Appropriate Box if a Member of
a Group:
(a)
(b)
(3)
SEC Use Only:
(4)
Citizenship or Place of Organization:
Delaware
(5) Sole Voting Power: -0-
(6) Shared Voting Power: -0-
(7) Sole Dispositive Power: -0-
(8) Shared Dispositive Power: -0-
(9)
Aggregate Amount Beneficially Owned by
Each Reporting Person:
(10)
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares:
(11)
Percent of Class Represented by Amount in
Row (9):
0%
(12)
Type of Reporting Person:
IV PN
<PAGE>
Cusip Number: 401-698-10-5
(1)
Name of Reporting Person and S.S. or
I.R.S. Identification Number of Above
Person:
Panther Management Company, L.P.
(2)
Check the Appropriate Box if a Member of
a Group:
(a)
(b)
(3)
SEC Use Only:
(4)
Citizenship or Place of Organization:
Delaware
(5) Sole Voting Power: -0-
(6) Shared Voting Power: -0-
(7) Sole Dispositive Power: -0-
(8) Shared Dispositive Power: -0-
(9)
Aggregate Amount Beneficially Owned by
Each Reporting Person: -0-
(10)
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares:
(11)
Percent of Class Represented by Amount in
Row (9):
0%
(12)
type of Reporting Person:
IA PN
<PAGE>
Cusip Number: 401-698-10-5
(1)
Name of Reporting Person and S.S. or
I.R.S. Identification Number of Above
Person:
Julian H. Robertson, Jr.
(2)
Check the Appropriate Box if a Member
of a Group:
(a)
(b)
(3)
SEC Use Only:
(4)
Citizenship or Place of Organization:
U.S.
(5) Sole Voting Power: -0-
(6) Shared Voting Power: -0-
(7) Sole Dispositive Power: -0-
(8) Shared Dispositive Power: -0-
(9)
Aggregate Amount Beneficially Owned by Each Reporting
Person: -0-
(10)
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares:
(11)
Percent of Class Represented by Amount in Row (9): 0%
(12)
Type of Reporting Person:
IN
Item1(a). Guidant Corporation
Item 1(b) 111 Monument Circle, 29th Floor,
Indianapolis, Indiana 46204-5129
Item 2(a) This statement is filed on behalf of Tiger
Management L.L.C. ("TMLLC"), Tiger Performance L.L.C.
("TPLLC"), Panther Partners, L.P. ("Panther") and
Panther Management Company, L.P. ("PMCLP").
Julian H. Robertson, Jr. is the ultimate controlling
person of TMLLC, TPLLC and PMCLP.
Item 2(b) The address of each reporting person is 101
Park Avenue, New York, NY 10178
Item 2(c) Incorporated by reference to item (4) of the
cover page pertaining to each reporting person.
Item 2(d) Common Stock without par value
Item 2(e) 401-698-10-5
Item 3. Panther is an investment company registered
under Section 8 of the Investment Company Act. Each of
TMLLC, TPLLC and PMCLP is an investment adviser
registered under Section 203 of the Investment Advisers
Act of 1940.
Item 4. Ownership as of December 31, 1996 is
incorporated by reference to items (5) - (9) and (11)
of the cover page pertaining to each reporting person.
Item 5. The reporting persons have ceased to be the
beneficial owners of more than 5% of the class.
Item 6. Not applicable
Item 7. Not applicable
Item 8. Not applicable
Item 9. Not applicable
Item 10. By signing below, I certify that, to the best
of my knowledge and belief, the securities referred to
above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not
have the effect of changing or influencing the control
of the issuer of such securities and were not acquired
in connection with or as a participant in any
transaction having such purpose or effect.
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.
February 10, 1996
TIGER MANAGEMENT L.L.C.
/s/ Nolan Altman,
Chief Financial Officer
TIGER PERFORMANCE L.L.C.
/S/ Nolan Altman,
Chief Financial Officer
PANTHER PARTNERS, L.P.
By: Panther Management Company, L.P.,
its General Partner
By: Panther Management Corporation,
its General Partner
/s/ Nolan Altman,
Chief Financial Officer
PANTHER MANAGEMENT COMPANY, L.P.
By: Panther Management Corporation,
its General Partner
/s/ Nolan Altman,
Chief Financial Officer
JULIAN H. ROBERTSON, JR.
/s/ Nolan Altman, Under Power of Attorney
Dated: January 27, 1995,
On File with Schedule 13G for Kohl's Corp. 2/7/95
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Amendment No. 1 to Schedule 13G dated
February 10, 1997 relating to shares of common stock of Guidant
Corporation shall be filed on behalf of each of the undersigned.
TIGER MANAGEMENT L.L.C.
/S/ Nolan Altman,
Chief Financial Officer
TIGER PERFORMANCE L.L.C.
/S/ Nolan Altman,
Chief Financial Officer
PANTHER PARTNERS, L.P.
By: Panther Management Company, L.P.,
its General Partner
By: Panther Management Corporation,
its General Partner
/S/ Nolan Altman,
Chief Financial Officer
PANTHER MANAGEMENT COMPANY, L.P.
By: Panther Management Corporation,
its General Partner
/S/ Nolan Altman,
Chief Financial Officer
JULIAN H. ROBERTSON, JR.
/S/ Nolan Altman,
Under Power of Attorney
Dated: January 27, 1995,
On File with Schedule 13G for Kohl's Corp. 2/7/95
