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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. __)
CENTERPULSE LTD.
----------------
(Name of Issuer)
Registered Shares, par value CHF 30 per share Not Applicable*
--------------------------------------------- ---------------
(Title of class of securities) (CUSIP number)
ERIC STUPP
C/O INCENTIVE CAPITAL LTD.
BAARERSTRASSE 8
6301 ZUG, SWITZERLAND
--------------------------------------------------------------------------------
(Name, address and telephone number of person authorized
to receive notices and communications)
OCTOBER 15, 2002
--------------------------------------------------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [_].
(Continued on following pages)
(Page 1 of 16 pages)
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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., which are quoted on the New York Stock Exchange under the symbol "CEP".
------------------------------------------------------------- ------------------------------------------------------
CUSIP No. 152005104* Page 2 of 16
------------------------------------------------------------- ------------------------------------------------------
------------- ----------------------------------------------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON: INCENTIVE INVESTMENT (JERSEY) LTD.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
------------- ---------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
------------- ---------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
------------- -------------------------- ------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: AF, WC
------------- ---------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
------------- -------------------------------------------------------------- ------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Jersey (UK)
----------------------- ------ --------------------------------------------- ------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
------ --------------------------------------------- ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 2,144,465
OWNED BY
------ --------------------------------------------- ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
------ --------------------------------------------- ------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,144,465
------------- ---------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 2,144,465
------------- ---------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
------------- ---------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.1%
------------- ----------------------------------------------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IV
------------- ----------------------------------------------- ---------------------------------------------------------------------
----------------------
* There is no CUSIP Number assigned to the Registered Shares. CUSIP No.
152005104 has been assigned to the American Depositary Shares of Centerpulse
Ltd., which are quoted on the New York Stock Exchange under the symbol "CEP".
2
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CUSIP No. 152005104* Page 3 of 16
------------------------------------------------------------- ------------------------------------------------------
------------- ----------------------------------------------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON: INCENTIVE CAPITAL LTD.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
------------- ---------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
------------- ---------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
------------- -------------------------- ------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: AF, WC
------------- ---------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
------------- -------------------------------------------------------------- ------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Switzerland
----------------------- ------ --------------------------------------------- ------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
------ --------------------------------------------- ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 2,144,465
OWNED BY
------ --------------------------------------------- ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
------ --------------------------------------------- ------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,144,465
------------- ---------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 2,144,465
------------- ---------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
------------- ---------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.1%
------------- ----------------------------------------------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IV
------------- ----------------------------------------------- ---------------------------------------------------------------------
----------------------
* There is no CUSIP Number assigned to the Registered Shares. CUSIP No.
152005104 has been assigned to the American Depositary Shares of Centerpulse
Ltd., which are quoted on the New York Stock Exchange under the symbol "CEP".
3
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CUSIP No. 152005104* Page 4 of 16
------------------------------------------------------------- ------------------------------------------------------
------------- ----------------------------------------------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON: INCENTIVE ASSET MANAGEMENT LTD.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
------------- ---------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
------------- ---------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
------------- -------------------------- ------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: AF
------------- ---------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
------------- -------------------------------------------------------------- ------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Switzerland
----------------------- ------ --------------------------------------------- ------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
------ --------------------------------------------- ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
------ --------------------------------------------- ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
------ --------------------------------------------- ------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,218,635
------------- ---------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 2,218,635
------------- ---------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
------------- ---------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.8 %
------------- ----------------------------------------------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IA
------------- ----------------------------------------------- ---------------------------------------------------------------------
----------------------
* There is no CUSIP Number assigned to the Registered Shares. CUSIP No.
152005104 has been assigned to the American Depositary Shares of Centerpulse
Ltd., which are quoted on the New York Stock Exchange under the symbol "CEP".
4
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CUSIP No. 152005104* Page 5 of 16
------------------------------------------------------------- ------------------------------------------------------
------------- ----------------------------------------------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON: MR. RENE BRAGINSKY
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
------------- ---------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
------------- ---------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
------------- -------------------------- ------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: AF, PF
------------- ---------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
------------- -------------------------------------------------------------- ------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Switzerland
----------------------- ------ --------------------------------------------- ------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 6,203
SHARES
------ --------------------------------------------- ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
------ --------------------------------------------- ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 6,203
REPORTING
------ --------------------------------------------- ------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 2,218,635
------------- ---------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 2,224,838
------------- ---------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
------------- ---------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.8 %
------------- ----------------------------------------------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IN
------------- ----------------------------------------------- ---------------------------------------------------------------------
----------------------
* There is no CUSIP Number assigned to the Registered Shares. CUSIP No.
152005104 has been assigned to the American Depositary Shares of Centerpulse
Ltd., which are quoted on the New York Stock Exchange under the symbol "CEP".
5
Item 1. Security and Issuer.
This statement of beneficial ownership on Schedule 13D under the
Securities Exchange Act of 1934, as amended (the "Act"), relates to the
Registered Shares, par value CHF 30 per share, of Centerpulse Ltd., a company
incorporated with limited liability under the laws of Switzerland (the
"Issuer"). The Registered Shares trade on the Swiss Exchange and other European
exchanges and American Depository Shares ("ADSs") for Registered Shares trade on
the New York Stock Exchange under the symbol "CEP". Each ADS represents 0.1
Registered Share. The address of the principal executive offices of the Issuer
is Andreasstrasse 15, CH-8050 Zurich, Switzerland.
Item 2. Identity and Background.
(a) Name of Persons filing this Statement (the "Reporting
Persons"):
InCentive Investment (Jersey) Ltd., a Jersey (UK)
corporation ("InCentive Jersey")
InCentive Capital Ltd., a Swiss corporation ("InCentive
Capital")
InCentive Asset Management Ltd., a Swiss corporation
("InCentive Asset Management")
Mr. Rene Braginsky ("Mr. Braginsky")
(b) - (c) and (f):
InCentive Jersey is a corporation organized under the laws
of Jersey (UK) and a wholly owned subsidiary of InCentive Capital.
The principal business of InCentive Jersey is to invest directly and
indirectly in various companies. The business address of InCentive
Jersey, which also serves as its principal office, is Lister House,
The Parade, St. Helier. Pursuant to Instruction C to Schedule 13D of
the Act, information with respect to the directors and executive
officers of InCentive Jersey is set forth on Schedule A hereto.
InCentive Capital is a corporation organized under the laws
of Switzerland, the principal business of which is to invest,
directly and indirectly, in securities of publicly and privately
owned companies. InCentive Capital is an investment company listed on
the Swiss Exchange. The business address of InCentive Capital, which
also serves as its principal office, is Baarerstrasse 8, 6301 Zug,
Switzerland. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to the directors and executive officers of
InCentive Capital is set forth on Schedule B hereto.
InCentive Asset Management is a corporation organized under
the laws of Switzerland. InCentive Asset Management's sole
shareholder is Mr. Braginsky. The principal business of InCentive
Asset Management is to manage the assets and investments of various
customers, including InCentive Capital. The business address of
InCentive Asset Management, which also serves as its principal
office, is Toedistrasse 36, 8002 Zurich, Switzerland. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to
6
the directors and executive officers of InCentive Asset Management is
set forth on Schedule C hereto.
Mr. Braginsky serves as the Chief Executive Officer and a
delegate of the Board of Directors of InCentive Capital. He is also
the Chief Executive Officer and a delegate of the Board of Directors
of InCentive Asset Management. Mr. Braginsky also serves as a
director on the Board of Directors of the Issuer. The business
address of Mr. Braginsky is c/o Incentive Asset Management Ltd.,
Toedistrasse 36, 8002 Zurich, Switzerland. Mr. Braginsky is a citizen
of Switzerland.
(d) None of the Reporting Persons or persons listed on Schedules
A through C hereto has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons or persons listed on Schedules
A through C hereto has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, U.S. federal or state
securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As of October 15, 2002, InCentive Jersey had acquired in the
aggregate a net of 1,572,209 Registered Shares. These Registered Shares were
acquired over several years mainly as an initial investment in the Issuer in
1999, as dividends in kind from it's initial investment and in numerous other
transactions in the normal course of InCentive Jersey's investment activities.
On October 15, 2002, InCentive Jersey acquired approximately 280,000
additional Registered Shares as a result of (i) the exercise of transferable
subscription rights received by InCentive Jersey in an offering to all
shareholders of the Issuer as part of a capital increase of the Issuer (the
"Offering"), as previously publicly disclosed by the Issuer and described in
Item 6 below, (ii) an underwriting by InCentive Capital of such Offering, as
described in Items 4 and 6 below and (iii) the purchase and subsequent exercise
of additional subscription rights from other shareholders of the Issuer. In
addition to such holdings of Registered Shares, InCentive Jersey on October 15,
2002, held several long call options (physical settlement) covering an aggregate
of 572,256 Registered Shares and had granted several short put options (physical
settlement) covering an aggregate of 425,307 Registered Shares, all entered into
in the normal course of InCentive Jersey's investment activities. Acquisition of
all these shares and options was funded by working capital of InCentive Jersey
and by loans to InCentive Jersey made by InCentive Capital.
The Management Registered Shares referred to in Item 5 below were
acquired by InCentive Asset Management with funds provided by the either
customers of InCentive Asset Management that own such shares. The 6,203
Registered Shares referred to in Item 5 below were acquired by Mr. Braginsky in
a series of transactions with personal funds.
7
Pursuant to Instruction C to Schedule 13D of the Act, information
with respect to the source and amount of funds used in the acquisition of
beneficial ownership of Registered Shares by the directors and executive
officers of the Reporting Persons is set forth on Schedules A through C hereto.
Item 4. Purpose of Transaction.
InCentive Capital is in the business of investing primarily in
securities of publicly traded and privately owned companies, and its investment
philosophy is to act as a catalyst for change in companies that it considers
undervalued or to have potential for substantial growth through strategic
transactions, including mergers, acquisitions or restructuring. InCentive Jersey
has acquired, and currently holds, the Registered Shares for investment purposes
in the normal course of its investment program and not with the purpose of
causing the Issuer to engage in any of the merger, acquisition, restructuring or
other transactions referred to in clauses (a) through (j) of Item 4 of Schedule
13D of the Act. The acquisitions of Registered Shares by InCentive Jersey in
connection with the Offering were done to avoid a dilution of InCentive Jersey's
investment in the Issuer and as part of InCentive Capital's investment program.
The Issuer, as it has recently disclosed publicly, has received from time to
time in the last year indications of interest or proposals from third parties to
engage in acquisitions, business combinations or other extraordinary
transactions and, while not engaged in negotiating any such transactions
currently, is prepared to consider such opportunities. The Reporting Persons
would likewise consider such opportunities and may participate with the Issuer
in pursuing one or more such opportunities. The Reporting Persons' plans with
regard to the Issuer are subject to change at any time and the Reporting Persons
reserve the right to seek to cause the Issuer to enter into, or to participate,
in a transaction of such nature.
InCentive Jersey and the other Reporting Persons may acquire
additional securities of the Issuer or dispose of securities of the Issuer at
any time and from time to time in the open market or otherwise.
Mr. Braginsky is a member of the Board of Directors of the Issuer,
and, as such, may be in a position to influence the management of the Issuer and
may participate in planning and decision-making on the part of the Issuer that
may involve transactions of the kind referred to in clauses (a) through (j) of
Items 4 of Schedule 13D of the Act.
Pursuant to Instruction C to Schedule 13D of the Act, information
with respect to the purpose of transaction by the directors and executive
officers of the Reporting Persons is set forth on Schedules A through C hereto.
Item 5. Interest in Securities of the Issuer.
(a) and (b)
As of the date hereof, the Reporting Persons collectively
beneficially own (or are deemed, for purposes of Regulation 13D-G, to
beneficially own) in the aggregate 2,224,838 Registered Shares, representing
18.8% of the outstanding Registered Shares of the Issuer (based on 11,830,645
Registered Shares believed by the Reporting Persons to be outstanding as of
October 15, 2002). Included among the Registered Shares so beneficially owned by
the Reporting Persons are (i) 1,572,209 Registered Shares owned directly by
8
InCentive Jersey and 572,256 additional Registered Shares for which InCentive
Jersey has call options (physical settlement), (ii) 74,170 Registered Shares
held by entities other than InCentive Jersey or InCentive Capital for which
InCentive Asset Management provides investment management services and, as a
result of such services, has dispositive power with respect to such Registered
Shares (the "Management Registered Shares") and (iii) 6,203 Registered Shares
owned directly by Mr. Braginsky.
Pursuant to an Investment Management Agreement, dated October 31,
2000, between InCentive Capital and InCentive Asset Management (the "Management
Agreement"), InCentive Asset Management is commissioned with the management of
the assets of InCentive Capital. In particular, InCentive Asset Management is
mandated to identify and evaluate investment opportunities, to execute
investment and divestment decisions made by InCentive Capital, to manage cash
and cash equivalent resources and create performance reports. InCentive Asset
Management performs these functions in accordance with the guidelines of
InCentive Capital and under its ultimate management. The Management Agreement is
terminable by InCentive Capital upon notice to InCentive Asset Management. As a
result, InCentive Asset Management has (or is deemed to have, for purposes of
Regulation 13D-G) dispositive power with respect to the Registered Shares of the
Issuer held by InCentive Jersey; however, InCentive Asset Management has not
been given authority under the Management Agreement to vote the Registered
Shares held by InCentive Jersey. InCentive Jersey is responsible to vote the
Registered Shares and other securities held by it. As a result, InCentive
Jersey, InCentive Capital and InCentive Asset Management share (or are deemed,
for purposes of Regulation 13D-G, to share) the power to dispose of the
Registered Shares owned by InCentive Jersey, and InCentive Jersey and InCentive
Capital share (or are deemed, for purposes of Regulation 13D-G, to share) voting
power with respect to the Registered Shares of the Issuer beneficially owned by
InCentive Jersey.
InCentive Asset Management manages assets for several customers in
addition to InCentive Capital and its affiliates. These customers collectively
own 74,170 Registered Shares, referred to as the Management Registered Shares
above. As a result of certain arrangements with these customers, InCentive Asset
Management has the power to dispose of the Management Registered Shares and thus
beneficially owns (or is deemed, for purposes of Regulation 13D-G, to
beneficially own) an additional 74,170 Registered Shares.
Mr. Braginsky, by virtue of his being the sole shareholder of
InCentive Asset Management, may be deemed to beneficially own (for the purposes
of Regulation 13D-G) the Registered Shares owned by InCentive Jersey over which
InCentive Asset Management has management authority and the Management
Registered Shares. Except insofar as Mr. Braginsky can control InCentive Asset
Management as its sole shareholder, Mr. Braginsky does not have dispositive or
voting power over the Registered Shares owned by InCentive Jersey or the
Management Registered Shares and disclaims beneficial ownership of such shares.
Mr. Braginsky directly owns 6,203 Registered Shares, which includes Registered
Shares he purchased on October 15, 2002 in connection with the Offering to all
shareholders by the Issuer. Mr. Braginsky has sole voting and dispositive power
with respect to these 6,203 Registered Shares.
9
Pursuant to Instruction C to Schedule 13D of the Act, information
with respect to the interest in securities of the Issuer of the directors and
executive officers of the Reporting Persons is set forth on Schedules A through
C hereto.
(c) InCentive Jersey increased its holdings by 346,000
Registered Shares as part of the Offering made by the Issuer (which was
consummated on October 15, 2002), through option contracts and in other normal
trading transactions as referenced in Item 3 in the 60 day period proceeding
October 15, 2002. As indicated on Schedules A through C hereto, certain of the
directors and executive officers of the Reporting Persons participated in the
Offering.
(d) Not Applicable
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
On September 30, 2002, the Issuer announced that it proposed to
conduct a capital increase by means of an offering of transferable subscription
rights, referred to above as the Offering, to its existing shareholders pursuant
to which the existing holders of the Issuer's Registered Shares would have the
right, pro rata in accordance with their holdings of Registered Shares, to
subscribe to purchase for a nominal value of CHF 30 per share an aggregate of
1,822,408 newly issued Registered Shares (the "Offered Shares"). Holders of
existing Registered Shares were allocated one preemptive right for each
Registered Share held, and for every 11 preemptive rights, the holder was
entitled to two Offered Shares at a price of CHF 140 each. Also on September 30,
2002, InCentive Capital, UBS AG ("UBS") and the Issuer entered into a
Subscription and Underwriting Agreement pursuant to which, among other things,
InCentive Capital agreed (i) to exercise its subscription right arising in the
Offering in full and (ii) to underwrite the subscription of any Offered Shares
not subscribed for by other rights holders up to such number of Offered Shares
as correspond, together with such number of Offered Shares for which preemptive
rights were exercised by InCentive Capital, to 1,428,571 Offered Shares, which
is approximately 78% of the aggregate number of Offered Shares. Pursuant to such
agreement, UBS also agreed to participate in the underwriting of the Offered
Shares. The Issuer agreed to pay to InCentive Capital in consideration of its
underwriting commitment a customary commission for each Registered Share
InCentive Capital purchased pursuant to its underwriting commitment and a fee to
cover InCentive Capital's expenses, as well as providing customary indemnity to
InCentive Capital regarding its participation in the underwriting; however,
because only a small number of Registered Shares were so purchased by InCentive
Capital, as indicated above, only an immaterial payment was made to Incentive
Capital on such account.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement by and among InCentive Investment
(Jersey) Ltd., InCentive Capital Ltd., InCentive Asset
Management Ltd. and Mr. Rene Braginsky, dated as of
November 15, 2002.
10
Exhibit 2 Form of Subscription and Underwriting Agreement, dated
September 27, 2002 by and between Centerpulse Ltd.,
InCentive Capital Ltd. and UBS AG.
Exhibit 3 Investment Management Agreement, dated October 31, 2000,
between InCentive Capital Ltd. and InCentive Asset
Management Ltd.
11
SIGNATURE
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.
INCENTIVE INVESTMENT (JERSEY) LTD
By: /s/ Ben Warner
------------------------------------------
Name: Ben Warner
Title: Alternative Director to
Michael Dee (Chairman)
By: /s/ Dr. Marc C. Bruppacher
------------------------------------------
Name: Dr. Marc C. Bruppacher
Title: Director
INCENTIVE CAPITAL LTD.
By: /s/ Hans Kaiser
------------------------------------------
Name: Hans Kaiser
Title: Director
By: /s/ Eric Stupp
------------------------------------------
Name: Eric Stupp
Title: Director
INCENTIVE ASSET MANAGEMENT LTD.
By: /s/ Paul Wyler
------------------------------------------
Name: Paul Wyler
Title: Director
By: /s/ Dr. Raoul Bloch
------------------------------------------
Name: Dr. Raoul Bloch
Title: Member of management board
RENE BRAGINSKY
By: /s/ Rene Braginsky
------------------------------------------
Name: Rene Braginsky
Date: November 15, 2002
12
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
Exhibit 1 Joint Filing Agreement by and among InCentive Investment
(Jersey) Ltd., InCentive Capital Ltd., InCentive Asset
Management Ltd. and Mr. Rene Braginsky,, dated as of
November 15, 2002.
Exhibit 2 Form of Subscription and Underwriting Agreement, dated
September 27, 2002 by and between Centerpulse Ltd.,
InCentive Capital Ltd. and UBS AG.
Exhibit 3 Investment Management Agreement, dated October 31, 2000,
between InCentive Capital Ltd. and InCentive Asset
Management Ltd.
13
SCHEDULE A
The name, position, citizenship, principal occupation and beneficial
ownership of Registered Shares of Centerpulse of the directors and executive
officers of InCentive Jersey are set forth below. The business address of each
director and executive officer is c/o InCentive Investment (Jersey) Ltd., Lister
House, The Parade, St. Helier.
NAME POSITION CITIZENSHIP PRINCIPAL OCCUPATION OWNERSHIP OF REGISTERED
SHARES OF CENTERPULSE
------------------------ ------------------------ ----------------- ---------------------------------- ---------------------------
Michael Dee Chairman of the Trust Officer
Europlan Financial Services
Lister House 35, The Parade
St. Helier JE2 3QQ
Board of Directors British British Channel Island -0-
Karl Otto Pohl Director German Retired 7,091(1)
Rene Braginsky Director Swiss See Item 2 See Items 3-5
Joel R. Mesznik Director American Consultant -0-
Mesco Ltd.
470 Main St., Suite 315
Ridgefield, CT 06877
Dr. Marc C. Bruppacher Director Swiss Attorney -0-
Bruppacher Hug & Partner
Zollikerstrasse 58
P.O. Box 186
CH-8702 Zollikon, Switzerland
-------------------------
(1) Mr. Pohl beneficially owns 7,091 Registered Shares of Centerpulse, this
includes the Registered Shares Mr. Pohl purchased in the Offering on October 15,
2002. Mr. Pohl used personal funds to purchase all of his Registered Shares. Mr.
Pohl has sole voting and dispositive power over such shares. Mr. Pohl holds such
Registered Shares for investment purposes and not with the purpose of causing
the Issuer to engage in any of the merger, acquisition, restructuring or other
transactions referred to in clauses (a) through (j) of Item 4 of Schedule 13D
under the Exchange Act. It should be noted, however, that the possible
activities of Mr. Pohl with regard to the Issuer are subject to change at any
time and Mr. Pohl reserves the right to seek to cause the Issuer to enter into,
or to participate, in a transaction of such nature.
14
SCHEDULE B
The name, position, citizenship, principal occupation and beneficial
ownership of Registered Shares of Centerpulse of the directors and executive
officers of InCentive Capital are set forth below. The business address of each
director and executive officers c/o InCentive Capital Ltd., Baarerstrasse 8,
6301 Zug, Switzerland.
OWNERSHIP OF REGISTERED SHARES
NAME POSITION CITIZENSHIP PRINCIPAL OCCUPATION OF CENTERPULSE
----------------- ------------------------------------ -------------- ----------------------- ----------------------------------
Karl Otto Pohl Chairman of the Board of Directors German See Schedule A See Schedule A
Rene Braginsky Member, Chief Executive Officer
and delegate of the Board of
Directors Swiss See Item 2 See Items 3-5
Joel R. Mesznik Member American See Schedule A See Schedule A
Eric Stupp Member Swiss Attorney 4(2)
Bar & Karrer
Seefeldstrasse 19
8024 Zurich
Switzerland
Hans Kaiser Member Swiss Member 32,284(3)
InCentive Capital Ltd.
-------------------------
(2) Mr. Stupp beneficially owns 4 Registered Shares of Centerpulse. Mr. Stupp
used personal funds to purchase such Registered Shares. Mr. Stupp has sole
voting and dispositive power over such shares. Mr. Stupp holds such Registered
Shares for investment purposes and not with the purpose of causing the Issuer to
engage in any of the merger, acquisition, restructuring or other transactions
referred to in clauses (a) through (j) of Item 4 of Schedule 13D under the
Exchange Act. It should be noted, however, that the possible activities of Mr.
Stupp with regard to the Issuer are subject to change at any time and Mr. Stupp
reserves the right to seek to cause the Issuer to enter into, or to participate,
in a transaction of such nature.
(3) Mr. Kaiser beneficially owns 32,284 Registered Shares of Centerpulse, this
includes the Registered Shares he purchased in the Offering on October 15, 2002.
Mr. Kaiser used personal funds to purchase such Registered Shares. Mr. Kaiser
has sole voting and dispositive power over such shares. Mr. Kaiser holds such
Registered Shares for investment purposes and not with the purpose of causing
the Issuer to engage in any of the merger, acquisition, restructuring or other
transactions referred to in clauses (a) through (j) of Item 4 of Schedule 13D
under the Exchange Act. It should be noted, however, that the possible
activities of Mr. Kaiser with regard to the Issuer are subject to change at any
time and Mr. Kaiser reserves the right to seek to cause the Issuer to enter
into, or to participate, in a transaction of such nature.
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SCHEDULE C
The name, position, citizenship, principal occupation and beneficial
ownership of Registered Shares of Centerpulse of the directors and executive
officers of InCentive Asset Management are set forth below. The business address
of each director and executive officer c/o InCentive Asset Management Ltd.,
Toedistrasse 36 8002 Zurich, Switzerland.
NAME POSITION CITIZENSHIP PRINCIPAL OCCUPATION OWNERSHIP OF REGISTERED
SHARES OF CENTERPULSE
----------------------- ---------------------------- -------------- ------------------------------ ----------------------------
Karl Otto Pohl Chairman German See Schedule A See Schedule A
Rene Braginsky Member, CEO and delegate Swiss See Items 2 See Items 3-5
of the Board of Directors
Alexander I. de Beer Member Swiss Attorney -0-
de Beer Rechtsanwalte
Schlossbergstrasse 22
8702 Zollikon, Switzerland
Paul Wyler Member Swiss Chief Executive Officer -0-
Creavent Ltd.
Toedistrasse 36
8002 Zurich, Switzerland
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