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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14 (d) (1)
OR SECTION 13 (e) (1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
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CENTERPULSE LTD.
(Name of Subject Company (Issuer))
SMITH & NEPHEW GROUP PLC
SMITH & NEPHEW PLC
(Names of Filing Persons (Offerors))
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REGISTERED SHARES, PAR VALUE CHF 30.00 PER SHARE
(Title of Class of Securities)
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Not Applicable*
(CUSIP Number of Class of Securities)
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James A. Ralston
Executive Vice President and Chief Legal Officer
Smith & Nephew, Inc.
1450 Brooks Road
Memphis, Tennessee 38116
(901) 396-2121
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
Pran Jha
Sidley Austin Brown & Wood
Bank One Plaza
10 South Dearborn Street
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* There is no CUSIP Number assigned to the registered shares. CUSIP No.
152005104 has been assigned to the American Depositary shares of Centerpulse
Ltd. that are quoted on the New York Stock Exchange under the symbol "CEP."
CUSIP No. 152005203 has been assigned to the American Depositary Shares of
Centerpulse Ltd. that were issued pursuant to a restricted ADR facility and are
not publicly traded.
Chicago, Illinois 60603
Telephone: (312) 853-7000
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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This Amendment No. 7 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed by Smith & Nephew Group plc, a
corporation organized under the laws of England and Wales ("S&N Group"), and
Smith & Nephew plc, a corporation organized under the laws of England and Wales
("S&N"), on April 25, 2003, as amended by Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6 thereto
(as amended, the "Schedule TO"), relating to the third-party tender offer by S&N
Group to exchange S&N Group ordinary shares, 12 1/2 pence nominal value per
share (including S&N Group shares represented by S&N Group American Depositary
Shares ("ADSs"), each representing 10 S&N Group shares), and cash for registered
shares, CHF 30 par value per share, of Centerpulse Ltd., a Swiss public company
("Centerpulse"), including Centerpulse shares represented by Centerpulse ADSs,
each representing one-tenth (1/10) of a Centerpulse share, upon the terms and
subject to the conditions set forth in the Preliminary Prospectus/Offer to
Exchange dated April 25, 2003 (the "Offer to Exchange") and in the related
Letter of Transmittal (which, together with the Offer to Exchange, as
supplemented or amended from time to time, constitute the "Offer"). Capitalized
terms used but not defined herein have the meanings assigned to such terms in
the Schedule TO.
Item 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended by adding the following
exhibits thereto:
EXHIBIT NO. DESCRIPTION
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(a)(25) Announcement of S&N, dated June 20, 2003 (incorporated
herein by reference to S&N Group's Rule 425 filing made
with the Securities and Exchange Commission on June 20,
2003).
(a)(26) Web site content of S&N, dated June 20, 2003
(incorporated herein by reference to S&N Group's Rule
425 filing made with the Securities and Exchange
Commission on June 20, 2003).
(a)(27) Advertisement of S&N, dated June 20, 2003 (incorporated
herein by reference to S&N Group's Rule 425 filing made
with the Securities and Exchange Commission on June 20,
2003).
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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.
SMITH & NEPHEW GROUP PLC
By: /s/ James Ralston
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Name: James Ralston
Title: Authorized U.S. Representative
SMITH & NEPHEW PLC
By: /s/ James Ralston
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Name: James Ralston
Title: Authorized U.S. Representative
Date: June 20, 2003
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(25) Announcement of S&N, dated June 20, 2003 (incorporated
herein by reference to S&N Group's Rule 425 filing made
with the Securities and Exchange Commission on June 20,
2003).
(a)(26) Web site content of S&N, dated June 20, 2003
(incorporated herein by reference to S&N Group's Rule
425 filing made with the Securities and Exchange
Commission on June 20, 2003).
(a)(27) Advertisement of S&N, dated June 20, 2003 (incorporated
herein by reference to S&N Group's Rule 425 filing made
with the Securities and Exchange Commission on June 20,
2003).
CH1 2703754v1
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