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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 8
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CENTERPULSE LTD.
(NAME OF SUBJECT COMPANY)
CENTERPULSE LTD.
(NAME OF PERSON FILING STATEMENT)
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REGISTERED SHARES, PAR VALUE CHF 30 PER SHARE, INCLUDING SHARES
REPRESENTED BY AMERICAN DEPOSITARY SHARES
(TITLE AND CLASS OF SECURITIES)
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NOT APPLICABLE*
(CUSIP NUMBER OF CLASS OF SECURITIES)
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DR. MAX LINK
CHAIRMAN OF THE BOARD OF DIRECTORS
AND CHIEF EXECUTIVE OFFICER
CENTERPULSE LTD.
ANDREASSTRASSE 15
CH-8050, ZURICH
SWITZERLAND
+41-1-306-9696
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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COPY TO:
ELLEN J. ODONER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
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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.
|_| CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
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This constitutes Amendment No. 8 to the Solicitation/Recommendation
Statement on Schedule 14D-9 initially filed with the Securities and Exchange
Commission on April 25, 2003 (as previously amended, the "Schedule 14D-9") 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.
The information in the Schedule 14D-9 is hereby expressly
incorporated by reference, except as otherwise set forth below. Capitalized
terms used, but not otherwise defined, herein shall have the meanings given to
them in the Schedule 14D-9.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 3 is hereby deleted in its entirety and replaced by the
following paragraph:
"Except as described in Item 3 of the Solicitation/Recommendation
Statement on Schedule 14D-9 of Centerpulse relating to the Zimmer Offer
(together with the Exhibits thereto and as it may be amended from time to time,
the "Zimmer Offer 14D-9"), which information is incorporated by reference in
this Statement, there are no other material agreements, arrangements or
understandings and actual or potential conflicts of interest between
Centerpulse, its executive officers, directors or affiliates and (1)
Centerpulse, its executive officers, directors or affiliates or (2) S&N, its
executive officers, directors or affiliates."
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4(a) is hereby deleted in its entirety and replaced by the
following paragraph:
"Position of the Board. For a description of the position of the
Board, please refer to the information included under the caption entitled
"Position of the Centerpulse Board with Respect to the Zimmer Offer and the
Reasons Therefor" in the Zimmer 14D-9, which information is incorporated by
reference in this Statement."
Item 4(b)(i) is hereby deleted in its entirety and replaced by the
following paragraph:
"For a description of the background of the Exchange Offer and
contacts with Smith & Nephew and Smith & Nephew Group, please refer to the
information included under the caption entitled "Background; Contacts between
Zimmer and Centerpulse" in the Zimmer Offer 14D-9, which information is
incorporated by reference in this Statement."
Item 4(b)(ii) is hereby deleted in its entirety and replaced by the
following paragraph:
"Reasons for the Position of the Board. For a description of the
reasons for the position of the Board, please refer to the information included
under the caption entitled "Position of the Centerpulse Board with Respect to
the Zimmer Offer and the Reasons Therefor" in the Zimmer 14D-9, which
information is incorporated by reference in this Statement."
Item 4(b)(iii) is hereby deleted in its entirety and replaced by the
following paragraph:
"Opinion of KPMG. For a description of the opinion of KPMG Fides
Peat, please refer to the information included under the caption entitled
"Position of the Centerpulse Board with Respect to the Zimmer Offer and the
Reasons Therefor" in the Zimmer Offer 14D-9, which information is incorporated
by reference in this Statement."
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Item 4(c) is hereby deleted in its entirety and replaced by the
following paragraph:
"Intent to Tender. For a description of the intent of certain
executive officers and directors of Centerpulse to tender, please refer to the
information included under the caption entitled "Intent of Certain Persons to
Tender" in the Zimmer Offer 14D-9, which information is incorporated by
reference in this Statement."
ITEM 8. ADDITIONAL INFORMATION.
Reference is hereby made to the press release issued by the Company
on August 15, 2003, relating to the release of its first half and second quarter
of 2003 results, a copy of which is incorporated by reference in this Statement
and listed as Exhibit (a)(25) hereto.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
(a)(21) Letter of the Chairman and Chief Executive Officer of Centerpulse
to Centerpulse Shareholders, dated August 15, 2003 (incorporated by
reference to Annex C of Centerpulse's Amendment No. 4 to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with
the Securities and Exchange Commission on August 19, 2003)
(a)(22) Letter of the Chairman and Chief Executive Officer of Centerpulse
to Centerpulse Employees, dated August 15, 2003 (incorporated by
reference to Exhibit (a)(2)(F) of Centerpulse's Amendment No. 4 to
the Solicitation/Recommendation Statement on Schedule 14D-9 filed
with the Securities and Exchange Commission on August 19, 2003)
(a)(23) Opinion of KPMG Fides Peat, dated August 14, 2003 (incorporated by
reference to Annex D of Centerpulse's Amendment No. 4 to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with
the Securities and Exchange Commission on August 19, 2003).
(a)(24) Press release issued by the Company, dated August 15, 2003,
relating to the recommendation of the Centerpulse Board of
Directors (incorporated by reference to Exhibit (a)(5)(H) of
Centerpulse's Amendment No. 4 to the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange
Commission on August 19, 2003).
(a)(25) Press release issued by the Company, dated August 15, 2003,
relating to the release of the Company's first half and second
quarter of 2003 results (incorporated by reference to Exhibit
(a)(5)(I) of Centerpulse's Amendment No. 4 to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with
the Securities and Exchange Commission on August 19, 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.
CENTERPULSE LTD.
By: /s/ Max Link
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MAX LINK
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
By: /s/ Urs Kamber
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URS KAMBER
CHIEF FINANCIAL OFFICER
Dated: August 19, 2003
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