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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of Earliest Event Reported) - September 15, 1998
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GUIDANT CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
INDIANA 1-13388 35-1931722
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(State or other jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
111 Monument Circle, 29th Floor 46204
Indianapolis, Indiana (Zip Code)
(Address of principal executive offices)
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(317) 971-2000
(Registrant's telephone number, including area code)
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NOT APPLICABLE
(Former name or address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
Pursuant to an Agreement and Plan of Merger, dated August 10,
1998, by and among Guidant Corporation, an Indiana corporation ("Guidant"),
and InControl, Inc., a Delaware corporation ("InControl"), Guidant commenced
a tender offer for all outstanding InControl shares of common stock, par value
$0.01 per share (the "Shares") at $6 per share in cash. The tender offer expired
on September 14, 1998 and Guidant accepted for payment approximately 97.7% of
the outstanding Shares. On September 15, 1998, a wholly-owned subsidiary of
Guidant was merged with and into InControl (the "Merger"), and each remaining
Share (other than Shares owned directly or indirectly by Guidant or InControl or
Shares held by holders exercising dissenters' rights) was converted into the
right to receive $6 in cash and InControl became a wholly-owned indirect
subsidiary of Guidant.
The acquisition will be accounted for as a purchase transaction. The
cash purchase price, which totaled approximately $135 million, was determined
based on arms-length negotiations between the parties. The cash payments
required at the closing were funded from existing sources of working capital,
Guidant's existing commercial paper program and a bank borrowing from Wachovia
Bank, N.A. Other than as previously disclosed in the Offer to Purchase, dated
August 17, 1998 (the "Offer to Purchase") and in the immediately succeeding
paragraph, no material relationship existed between InControl and Guidant or any
of its affiliates, any director or officer of Guidant or any associate of any
such director or officer prior to the Merger.
On August 10, 1998, InControl and Guidant entered into a credit
agreement (the "Credit Agreement") which is a $15 million credit facility. The
Credit Agreement is more fully described in the Offer to Purchase which
description is incorporated by reference herein. On August 20, 1998, InControl
borrowed $3 million pursuant to the Credit Agreement, which amount is
outstanding as of the date hereof.
InControl is engaged in the design, development and manufacture of
implantable atrial defibrillators and related products, including transvenous
defibrillation leads, and temporary defibrillation catheters. Guidant intends to
continue such business.
Item 7. Financial Statement and Exhibits
(a) Financial Statements.
None.
(b) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of August 10,
1998, by and among Guidant, Pegasus Acquisitions Corp.
("Sub") and InControl*
2.2 Form of Shareholder Agreement between Guidant and
certain selling stockholders of InControl*
2.3 Credit Agreement, dated as of August 10, 1998, by and
between
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Guidant and InControl*
2.4 Letter Agreement, dated as of August 14, 1998, by and
among Guidant, Sub and InControl*
* Previously filed in Sub's Tender Offer Statement on Schedule 14D-1/13D,
filed on August 17, 1998, as amended.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
Guidant Corporation has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
GUIDANT CORPORATION
By: /s/ A. Jay Graf
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A. Jay Graf
Vice President
Date: September 28, 1998
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of August 10, 1998, by
and among Guidant, Sub and InControl*
2.2 Form of Shareholder Agreement between Guidant and certain
selling stockholders of InControl*
2.3 Credit Agreement, dated as of August 10, 1998, by and between
Guidant and InControl*
2.4 Letter Agreement, dated as of August 14, 1998, by and among
Guidant, Sub and InControl*
* Previously filed in Sub's Tender Offer Statement on Schedule 14D-1/13D,
filed on August 17, 1998, as amended.
