================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 14D-9/A
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
----------------------
CENTERPULSE LTD.
(NAME OF SUBJECT COMPANY)
CENTERPULSE LTD.
(NAME OF PERSON FILING STATEMENT)
----------------------
REGISTERED SHARES, PAR VALUE CHF 30 PER SHARE, INCLUDING SHARES
REPRESENTED BY AMERICAN DEPOSITARY SHARES
(TITLE AND CLASS OF SECURITIES)
----------------------
NOT APPLICABLE*
(CUSIP NUMBER OF CLASS OF SECURITIES)
----------------------
DR. MAX LINK
CHAIRMAN OF THE BOARD OF DIRECTORS
AND CHIEF EXECUTIVE OFFICER
CENTERPULSE LTD.
ANDREASSTRASSE 15
CH-8050, ZURICH
SWITZERLAND
1-306-9696
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
----------------------
COPY TO:
ELLEN J. ODONER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
----------------------
----------------
* 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.
|_| CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
This constitutes Amendment No. 1 to the Solicitation/Recommendation
Statement on Schedule 14D-9 initially filed with the Securities and Exchange
Commission on April 25, 2003 by Centerpulse Ltd., a corporation organized under
the laws of Switzerland ("Centerpulse" or the "Company"), relating to the
exchange offer by Smith & Nephew Group plc, a corporation organized under the
laws of England and Wales ("Smith & Nephew Group"), being made pursuant to the
Preliminary Prospectus, dated April 25, 2003, forming a part of Smith & Nephew
Group's Registration Statement on Form F-4, filed with the Securities and
Exchange Commission by Smith & Nephew Group on April 25, 2003.
The information in the Schedule 14D-9 is hereby expressly incorporated by
reference, except as otherwise set forth below. Capitalized terms used herein
but not otherwise defined shall have the meanings given to them in the Schedule
14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(b)(i) Background of the Exchange Offer; Contacts among Smith & Nephew,
Smith & Nephew Group and Centerpulse.
Item 4(b)(i) is hereby amended and supplemented to add the following
paragraph at the end thereof:
"On May 20, 2003, Dr. Max Link, Chairman and Chief Executive Officer of
the Company, received a letter from Ray Elliott, President and Chief Executive
Officer of Zimmer Holdings, Inc. ("Zimmer"), regarding Zimmer's intention to
make an exchange offer, subject to due diligence and other conditions, for all
outstanding Centerpulse Shares and Centerpulse ADSs at a price of CHF 120 in
cash and 3.68 shares of Zimmer common stock per Centerpulse Share. Later that
day, the Company issued a press release stating, inter alia, that the
Centerpulse Board of Directors is evaluating the value, the conditions to and
the certainty of execution of Zimmer's proposal and intends to make a further
announcement in due course."
ITEM 8. ADDITIONAL INFORMATION.
A copy of the press release issued by the Company on May 20, 2003 is
attached hereto as Exhibit (a)(12).
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibit is filed herewith:
(a)(12) Press release issued by the Company on May 20, 2003.
2
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.
CENTERPULSE LTD.
By: /S/ MAX LINK
---------------------------------------
MAX LINK
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
By: /S/ URS KAMBER
---------------------------------------
URS KAMBER
CHIEF FINANCIAL OFFICER
Dated: May 21, 2003
3