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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
AMENDMENT NO. 3
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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EXOGEN, INC.
(Name of Subject Company)
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SMITH & NEPHEW ACQUISITION, INC.
a wholly owned subsidiary of
SMITH & NEPHEW, INC.
and
an indirect wholly owned subsidiary of
SMITH & NEPHEW PLC
(Bidders)
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Common Stock, $.0001 par value
(Title of Class of Securities)
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302092101
(CUSIP Number of Class of Securities)
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James A. Ralston, Senior Vice President and General Counsel
Smith & Nephew, Inc.
1450 Brooks Road
Memphis, Tennessee 38116
(901) 399-5000
(Name, address and telephone number of persons authorized to
receive notices and communications on behalf of bidders)
Copy to
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(312) 853-7000
Attention: Dennis V. Osimitz
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Smith & Nephew Acquisition, Inc., a Delaware corporation (the "Offeror")
and a wholly owned subsidiary of Smith & Nephew, Inc., a Delaware corporation
(the "Parent"), and an indirect wholly owned subsidiary of Smith & Nephew plc,
a corporation organized under the laws of England and Wales ("S&N"), Parent
and S&N, hereby amend and supplement their combined Tender Offer Statement on
Schedule 14D-1 (as amended, the "Schedule 14D-1") and Amendment No. 2 to
Statement on Schedule 13D, originally filed on July 30, 1999, with respect to
their offer to purchase all outstanding shares of common stock, $.0001 par value
(together with the associated preferred stock purchase rights, the "Shares"),
of Exogen, Inc., a Delaware corporation (the "Company"), at a purchase price
of $5.15 per Share, net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated July 30,
1999, and in the related Letter of Transmittal, copies of which have been filed
as Exhibits (a)(1) and (a)(2) to the Schedule 14D-1, respectively.
Item 10. Additional Information.
(c): The waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, applicable to the purchase of Shares pursuant to the
Offer has terminated, and the Merger has received the required antitrust
clearance from the Federal Cartel Office in Germany.
(f): On August 27, 1999, Parent announced that the Offeror extended the
Offer and that the Offer will now expire at 12:00 midnight, New York City time,
on Tuesday, August 31, 1999, unless the Offer is further extended.
A copy of the press release issued by Parent on August 27, 1999 is filed as
Exhibit (a)(10) to the Schedule 14D-1 and incorporated by reference herein.
Item 11. Material to be Filed as Exhibits.
(a)(10) Press release issued by Parent on August 27, 1999.
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SIGNATURE
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 27, 1999
Smith & Nephew plc
By: /s/ Peter Hooley
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Name: Peter Hooley
Title: Finance Director
Smith & Nephew, Inc.
By: /s/ Clifford K. Lomax
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Name: Clifford K. Lomax
Title: Treasurer
Smith & Nephew Acquisition, Inc.
By: /s/ Clifford K. Lomax
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Name: Clifford K. Lomax
Title: Chairman
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Exhibit (a)(10)
News Release
Contact: Betty Cole
Director of Communications
Smith & Nephew, Inc.
901-399-6166
SMITH & NEPHEW, INC. EXTENDS EXPIRATION DATE OF
CASH TENDER OFFER FOR SHARES OF EXOGEN, INC.
Memphis, Tennessee -- August 27, 1999 -- Smith & Nephew, Inc. today
announced that a subsidiary is extending the expiration date of its $5.15 per
share cash tender offer for all of the shares of Exogen, Inc. (Nasdaq Symbol:
EXGN) to midnight, New York City time, on Tuesday, August 31, 1999.
Smith & Nephew was informed that as of 6:00 p.m., New York City time, on
Thursday, August 26, 1999, 11,303,894 shares of Exogen stock had been tendered,
which, together with the shares owned by an affiliate of Smith & Nephew,
represent 94.75% of the outstanding shares. The number of shares tendered
includes 1,687,510 shares tendered pursuant to guaranteed delivery procedures,
which represents approximately 13% of the outstanding shares. Smith & Nephew
extended the offer to allow for delivery of the shares tendered pursuant to
guaranteed delivery procedures to enable its subsidiary to complete a short-form
merger with Exogen shortly after the acceptance of the tendered shares.
Smith & Nephew also reported that all governmental and regulatory
conditions with respect to the acquisition have been satisfied, including early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, clearance from the Federal Cartel Office in Germany,
and clearance by the New Jersey Department of Environmental Protection.
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Page 2
Smith & Nephew, Inc. is a wholly owned subsidiary of Smith & Nephew plc and
is headquartered in Memphis, Tennessee. Smith & Nephew plc is a global
healthcare company that markets a wide range of technologically advanced
products principally in the areas of orthopaedics, endoscopy and wound
management. Smith & Nephew plc and its affiliates have approximately 12,000
employees in 36 countries, including about 3,500 in the United States.
Exogen, headquartered in Piscataway, New Jersey, designs, develops,
manufactures, and markets medical devices for the non-invasive treatment of
musculoskeletal injury and disease. Exogen's proprietary ultrasound and
mechanical stress technologies are based on the well-established principle that
bone growth is stimulated by mechanical force. Exogen markets and sells its
Sonic Accelerated Fracture Healing System device primarily in the United States,
Europe and Japan.
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