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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. 10
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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. 10 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.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
(a)(27) Report of the Centerpulse Board to the Centerpulse Shareholders,
dated August 22, 2003 (incorporated by reference to Annex E of
Centerpulse's Amendment No. 6 to the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange
Commission on August 22, 2003).
(a)(28) Letter of the Chairman and Chief Executive Officer of Centerpulse
to Centerpulse Shareholders, dated August 22, 2003 (incorporated by
reference to Annex F of Centerpulse's Amendment No. 6 to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with
the Securities and Exchange Commission on August 22, 2003).
(a)(29) Letter of the Chairman and Chief Executive Officer of Centerpulse
to Centerpulse Employees, dated August 22, 2003 (incorporated by
reference to Exhibit (a)(2)(I) of Centerpulse's Amendment No. 6 to
the Solicitation/Recommendation Statement on Schedule 14D-9 filed
with the Securities and Exchange Commission on August 22, 2003).
(a)(30) Press release issued by the Company, dated August 21, 2003
(incorporated by reference to Exhibit (a)(5)(K) of Centerpulse's
Amendment No. 6 to the Solicitation/Recommendation Statement on
Schedule 14D-9 filed with the Securities and Exchange Commission on
August 22, 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 22, 2003
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