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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 (the "SEC") on July 2, 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
Zimmer Holdings, Inc., a Delaware corporation ("Zimmer"), being made pursuant to
the Prospectus, dated June 19, 2003, forming a part of Zimmer's Registration
Statement (No. 333-105561) on Form S-4 filed with the SEC.
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 4. THE SOLICITATION OR RECOMMENDATION.
The information set forth in the caption entitled "Background; Contacts
between Zimmer and Centerpulse" is hereby amended and supplemented by adding the
following paragraphs at the end thereof:
"On August 28, 2003, Zimmer announced the preliminary interim results
for the Zimmer Offer and the Zimmer InCentive Offer, stating that it believed
the minimum conditions relating to such offers would be satisfied. Also on
August 28, 2003, S&N announced the preliminary interim results of the S&N Offer
and the S&N InCentive Offer, stating that such offers had failed.
On September 2, 2003, Centerpulse issued a press release, a copy of
which is attached hereto as Exhibit (a)(5)(L), announcing that Zimmer has
published the definitive interim results for the acceptance of the Zimmer Offer
and that the minimum condition relating to the Zimmer Offer has been fulfilled.
In such press release, Centerpulse also announced that, in accordance with the
timetable set by the STOB, there will be a subsequent offering period of 10
Swiss trading days, commencing on September 2, 2003 and ending on September 15,
2003, during which Centerpulse shareholders who have not tendered their
Centerpulse Shares into the Zimmer Offer may do so."
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
(a)(5)(L) Press release issued by the Company, dated September 2, 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: September 3, 2003
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