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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14 (d) (1)
OR SECTION 13 (e) (1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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CENTERPULSE LTD.
(Name of Subject Company (Issuer))
SMITH & NEPHEW GROUP PLC
SMITH & NEPHEW PLC
(Names of Filing Persons (Offerors))
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REGISTERED SHARES, PAR VALUE CHF 30.00 PER SHARE
(Title of Class of Securities)
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Not Applicable*
(CUSIP Number of Class of Securities)
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James A. Ralston
Executive Vice President and Chief Legal Officer
Smith & Nephew, Inc.
1450 Brooks Road
Memphis, Tennessee 38116
(901) 396-2121
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
Pran Jha
Sidley Austin Brown & Wood
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
Telephone: (312) 853-7000
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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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.
This Amendment No. 1 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO filed by Smith & Nephew Group plc, a corporation
organized under the laws of England and Wales ("S&N Group"), and Smith & Nephew
plc, a corporation organized under the laws of England and Wales ("S&N"), on
April 25, 2003 (as amended, the "Schedule TO"), relating to the third-party
tender offer by S&N Group to exchange S&N Group ordinary shares, 12 1/2 pence
nominal value per share (including S&N Group shares represented by S&N Group
American Depositary Shares ("ADSs"), each representing 10 S&N Group shares), and
cash for registered shares, CHF 30 par value per share, of Centerpulse Ltd., a
Swiss public company ("Centerpulse"), including Centerpulse shares represented
by Centerpulse ADSs, each representing one-tenth (1/10) of a Centerpulse share,
upon the terms and subject to the conditions set forth in the Preliminary
Prospectus/Offer to Exchange dated April 25, 2003 (the "Offer to Exchange") and
in the related Letter of Transmittal (which, together with the Offer to
Exchange, as supplemented or amended from time to time, constitute the "Offer").
Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Schedule TO.
Item 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended by adding the following
exhibits thereto:
EXHIBIT NO. DESCRIPTION
(a)(16) S&N and Centerpulse employee release, dated May 16, 2003
(incorporated herein by reference to S&N Group's Rule 425 filing
made with the Securities and Exchange Commission on May 16,
2003).
(a)(17) Press release of S&N, dated May 19, 2003 (incorporated herein by
reference to S&N Group's Rule 425 filing made with the Securities
and Exchange Commission on May 19, 2003).
(a)(18) Press release of S&N, dated May 20, 2003 (incorporated herein by
reference to S&N Group's Rule 425 filing made with the Securities
and Exchange Commission on May 20, 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.
SMITH & NEPHEW GROUP PLC
By: /s/ James Ralston
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Name: James Ralston
Title: Authorized U.S. Representative
SMITH & NEPHEW PLC
By: /s/ Paul Chambers
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Name: Paul Chambers
Title: Company Secretary
Date: May 23, 2003
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(16) S&N and Centerpulse employee release, dated May 16, 2003
(incorporated herein by reference to S&N Group's Rule 425 filing
made with the Securities and Exchange Commission on May 16, 2003).
(a)(17) Press release of S&N, dated May 19, 2003 (incorporated herein by
reference to S&N Group's Rule 425 filing made with the Securities
and Exchange Commission on May 19, 2003).
(a)(18) Press release of S&N, dated May 20, 2003 (incorporated herein by
reference to S&N Group's Rule 425 filing made with the Securities
and Exchange Commission on May 20, 2003).
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