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SECURITES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13(d), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSAUNT TO RULE 13d-2(b)
(Amendment No. )*
INTUITIVE SURGICAL, INC.
------------------------
(Name of Issuer)
Common Stock, Par Value $0.001
------------------------------
(Title of Class of Securities)
46120E107
--------------
(CUSIP Number)
February 14, 2001
-----------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 10 Pages
Exhibit Index: Page 9
SCHEDULE 13G
CUSIP No. 46120E107 Page 2 of Pages 10
(1) Name of Reporting Person
IRS Identification No. of Above Persons (ENTITIES ONLY)
HILLENBRAND INDUSTRIES, INC. IRS Identification No. 35-1160484
(2) Check the Appropriate Box If a Member Of a Group*
a. [__]
b. [__]
(3) SEC Use Only
(4) Citizenship or Place of Organization
State of Indiana
Number (5) Sole Voting Power
of
Shares (6) Shared Voting Power
Beneficially 2,540,454
Owned by (7) Sole Dispositive Power
Each Reporting
Person (8) Shared Dispositive Power
With 2,540,454
(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,540,454
(10) Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*: [__]
(11) Percent of Class Represented By Amount in Row (9): 7.1%
-------------------
(12) Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 46120E107 Page 3 of Pages 10
(1) Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
FORETHOUGHT LIFE INSURANCE COMPANY
IRS Identification No. 06-1016329
(2) Check the Appropriate Box If a Member Of a Group*
a. [__]
b. [__]
(3) SEC Use Only
(4) Citizenship or Place of Organization
State of Indiana
Number (5) Sole Voting Power
of
Shares (6) Shared Voting Power
Beneficially 252,954
Owned by (7) Sole Dispositive Power
Each Reporting
Person (8) Shared Dispositive Power
With 252,954
(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 252,954
(10) Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*: [__]
(11) Percent of Class Represented By Amount in Row (9): 0.7%
-------------------
(12) Type of Reporting Person* IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 46120E107 Page 4 of Pages 10
(1) Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
PaTMark Company, Inc. IRS Identification No. 51-0335495
(2) Check the Appropriate Box If a Member Of a Group*
a. [__]
b. [__]
(3) SEC Use Only
(4) Citizenship or Place of Organization
State of Delaware
Number (5) Sole Voting Power
of
Shares (6) Shared Voting Power
Beneficially 2,287,500
Owned by (7) Sole Dispositive Power
Each Reporting
Person (8) Shared Dispositive Power
With 2,287,500
(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,287,500
(10) Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*: [__]
(11) Percent of Class Represented By Amount in Row (9): 6.4%
-------------------
(12) Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 46120E107 Page 5 of Pages 10
Item 1(a). Name of Issuer:
INTUITIVE SURGICAL, INC. (the "Issuer")
Item 1(b). Address of the Issuer's Principal Executive Offices:
1340 West Middlefield Road, Mountain View, California 94043
Item 2(a). Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Hillenbrand Industries, Inc., an Indiana corporation
("Hillenbrand")
(ii) Forethought Life Insurance Company, an Indiana life
insurance company ("Forethought")
(iii) PaTMark Company, Inc., a Delaware corporation
("PaTMark")
This Statement relates to the 252,954 Shares held by
Forethought and 2,287,500 Shares held by PaTMark. Each of
PaTMark and Forethought is an indirect wholly-owned subsidiary
of Hillenbrand.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address and principal business office of Hillenbrand is
700 State Road 46 East, Batesville, Indiana 47006
The address and principal business office of Forethought is
Forethought Center, Batesville, Indiana 47006
The address and principal business office of PaTMark is
Suite 530, 300 Delaware Avenue, Wilmington, Delaware 19801
Item 2(c). Citizenship:
(i) Hillenbrand is an Indiana corporation
(ii) Forethought is an Indiana life insurance company
(iii) PaTMark is a Delaware corporation
Item 2(d). Title of Class of Securities: Common Stock, par value $0.001
(the "Shares").
Item 2(e). CUSIP Number: 46120E107
SCHEDULE 13G
CUSIP No. 46120E107 Page 6 of Pages 10
Item 3. If this statement is filed pursuant to rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership
Item 4(a). Amount Beneficially Owned:
As of February 13, 2001, Hillenbrand may be deemed to be the
beneficial owner of 2,540,454 Shares by virtue of the
ownership of Shares by its indirect wholly-owned subsidiaries
Forethought and PaTMark. Forethought and PaTMark hold of
record 252,954 and 2,287,500 Shares, respectively
Item 4(b). Percent of Class:
The number of Shares of which the Reporting Persons may be
deemed to be the beneficial owner constitutes approximately
7.1% of the total number of Shares outstanding.
Item 4(c). Number of Shares as to which each person has:
Hillenbrand
(i) Sole power to vote or to direct the vote: ---------
(ii) Shared power to vote or to direct the vote: 2,540,454
(iii) Sole power to dispose or to direct the
disposition of: ---------
(iv) Shared power to dispose or to direct the
disposition of: 2,540,454
Forethought
(i) Sole power to vote or to direct the vote: ---------
(ii) Shared power to vote or to direct the vote: 252,954
(iii) Sole power to dispose or to direct the
disposition of: ---------
(iv) Shared power to dispose or to direct the
disposition of: 252,954
PaTMark
(i) Sole power to vote or to direct the vote: ---------
(ii) Shared power to vote or to direct the vote: 2,287,500
(iii) Sole power to dispose or to direct the
disposition of: ---------
(iv) Shared power to dispose or to direct the
disposition of: 2,287,500
SCHEDULE 13G
CUSIP No. 46120E107 Page 7 of Pages 10
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
None, except that the public shareholders of Hillenbrand have
the right to receive dividends when and if declared by the
Board of Directors of Hillenbrand which could be funded by
dividends from, or proceeds from the sale of, Shares.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company or Control Person
See Item 2(a) which is incorporated by reference into this
Item 7.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of, or with
the effect of, changing or influencing the control of the
Issuer of the securities and were not acquired and are not
held in connection with, or as a participant in, any
transaction having that purpose or effect.
SCHEDULE 13G
CUSIP No. 46120E107 Page 8 of Pages 10
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: February 14, 2001 HILLENBRAND INDUSTRIES, INC.
By: /s/ Michael L. Buettner
-------------------------------------------
Name: Michael L. Buettner
Title: Vice President, Corporate Development
Date: February 14, 2001 FORETHOUGHT LIFE INSURANCE COMPANY
By: /s/ Mark R. Lindenmeyer
-------------------------------------------
Name: Mark R. Lindenmeyer
Title: Secretary
Date: February 14, 2001 PATMARK COMPANY, INC.
By: /s/ James D. VanDeVelde
-------------------------------------------
Name: James D. VanDeVelde
Title: President
SCHEDULE 13G
CUSIP No. 46120E107 Page 9 of Pages 10
EXHIBIT INDEX
Page No.
A. Joint Filing Agreement, dated as of February 14, 2001
among Hillenbrand Industries, Inc., Forethought Life
Insurance Company and PaTMark Company, Inc.
SCHEDULE 13G
CUSIP No. 46120E107 Page 10 of Pages 10
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Intuitive Surgical, Inc., dated as of February
14, 2001, is, and any amendments thereto (including amendments on Schedule 13D)
signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule13d-1(k)(1) under the
Securities Exchange Act of 1934.
Date: February 14, 2001 HILLENBRAND INDUSTRIES, INC.
By: /s/ Michael L. Buettner
-------------------------------------------
Name: Michael L. Buettner
Title: Vice President, Corporate Development
Date: February 14, 2001 FORETHOUGHT LIFE INSURANCE COMPANY
By: /s/ Mark R. Lindenmeyer
-------------------------------------------
Name: Mark R. Lindenmeyer
Title: Secretary
Date: February 14, 2001 PATMARK COMPANY, INC.
By: /s/ James D. VanDeVelde
-------------------------------------------
Name: James D. VanDeVelde
Title: President