SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934
(Amendment No. )
CAPITAL PARTNERS II, LTD. LIQUIDATING TRUST
(Name of Subject Company)
Capital Partners II, Ltd. Liquidating Trust
(Name of Person(s) Filing Statement)
Trust Units
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Thomas W. Pauken, Liquidating Trustee
Capital Partners II, Ltd. Liquidating Trust
5646 Milton Street, Suite 900
Dallas, Texas 75206
(Name, address and telephone number of person authorized to receive
notice and communication on behalf of the person filing statement)
Copy to:
John S. Daniels
Attorney at Law
6440 North Central Expressway, Suite 503
Dallas, Texas 75206
(214) 368-9405
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Exhibit Index
Exhibit Number Description
99 Joint Press Release issued by Subject Company
and Sulzer Medica USA Holding Co. and
affiliates on November 17, 2000.
EXHIBIT 99.1
SULZER MEDICA
Winterthur, November 17, 2000 Press Office
Sulzer Medica Management AG
CH-8401 Winterthur
Switzerland
Phone +41 52 262 72 92
Fax +41 52 262 00 25
Sulzer Medica to strengthen its ties with Tutogen Medical Inc.
Sulzer Medica and Capital Partners II, Ltd. Liquidating Trust today announced
an agreement whereby Sulzer Medica will offer to purchase up to 50% of the
interests of beneficiaries in Capital Partners II for approximately USD 30
million. Capital Partners owns over 50% of Tutogen Medical, Inc. (TTG) with
which Sulzer Medica holds strategic agreements on the distribution and
marketing of bone tissue for spinal and dental applications.
Sulzer Medica offers to purchase up to 21,627 Trust Units of Capital Partners
II at a price of USD 1,387 each. The purchase would give Sulzer Medica a stake
of approximately 50% in Capital Partners II. The Board of Trustees of the
Trust has unanimously approved the agreement and the making of the tender
offer. If Sulzer Medica is offered fewer then 8,651 Trust Units, representing
approximately 20% of interests in the Trust, Sulzer Medica will have no
obligation to complete the deal. The tender offer is valid for at least 20
working days.
Capital Partners II holds a majority of the shares of Tutogen Medical, Inc.,
which is engaged in the business of processing bone tissue, including human
donor bone, or allografts, and in the distribution of specialty surgical
products for neuro, orthopedic, reconstructive and general surgical
applications. Sulzer Medica, which already has a stake of close to 10% in
Tutogen, markets and distributes Tutogen's processed bone tissue products for
spinal and dental applications. As a part of its strategy to continue the
expansion of its spinal fusion product offering, Sulzer Spine-Tech will launch
new Tutogen bone tissue products in the future.
Sulzer Medica, headquartered in Winterthur, Switzerland, develops,
manufactures and markets implantable medical devices and biomaterials for the
cardiovascular and orthopedic markets worldwide. The company's products
include joint prostheses, spine implants, products for traumatology and oral
rehabilitation, heart valves and vascular grafts. (Swiss Stock Exchange: SMEN;
NYSE: SM).
IMPORTANT LEGAL INFORMATION
The foregoing communications contain forward-looking statements within the
meaning of the Safe Harbor Provisions of the U.S. Private Securities
Litigation Reform Act of 1995 (the "Safe Harbor Provisions"). Sulzer Medica
and Capital Partners II are under no obligation to (and expressly disclaim any
such obligation to) update or alter their forward-looking statements as a
result of new information, future events or otherwise. The Safe Harbor
Provisions are not applicable to the foregoing communication to the extent
that they constitute tender offer materials and have not been judicially
determined to be applicable to such communication to the extent that they
constitute soliciting materials.
Investors and security holders are strongly advised to read both the tender
offer statement and the solicitation/recommendation statement regarding the
tender offer referred to in this press release, which they become available,
because they will contain important information. The tender offer statement
will be filed by Sulzer Medica with the SEC and the
solicitation/recommendation statement will be filed by Capital Partners II,
Ltd. Liquidating Trust with the SEC.
Investors and security holders may obtain a free copy of these statements
(when available) and other documents filed by Sulzer Medica and the Trust at
the SEC's web site at http://www.sec.gov or copies may be inspected, without
charge, at the public reference facilities of the SEC located at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the regional office of the
Commission located in New York, New York and Chicago, Illinois. Copies of
these statements and other documents may be obtained from the SEC for a fee.
For Sulzer Medica: Henner Alms, phone +41 (0)52-262 71 50
E-Mail: press-relations@sulzermedica.com
Investor Relations: Gabriele Weiher, phone +41 (0)52-262 45 11
in the USA: Jim Johnson, phone +1 713-561 63 76
For Capital Partners II, Ltd. Liquidating Trust:
Thomas W. Pauken, Liquidating Trustee,
phone +1 214 378-9340
This press release is available on the Internet:
www.sulzermedica.com/media/mainpage.htm