Edgar Filing: INCENTIVE INVESTMENT JERSEY LTD

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 1)*

CENTERPULSE LTD.
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(Name of Issuer)

Registered Shares, par value CHF 30 per share
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(Title of Class of Securities)

Not applicable*
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(CUSIP Number)

Eric Stupp
c/o InCentive Capital Ltd.
Baarrerstrasse 8
6301 Zug, Switzerland

With a copy to:
Michael S. Immordino, Esq.
Latham & Watkins
99 Bishopsgate
London EC2M 3XF
England
(+44) 207-710-1076
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

March 20, 2003
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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [_]

* There is no CUSIP Number assigned to the Registered Shares. CUSIP No.
152005104 has been assigned to the American Depositary Shares of Centerpulse
Ltd., which are quoted on the New York Stock Exchange under the symbol "CEP".

(Continued on following pages)

CUSIP No. 152005104 *

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1. Name of Reporting Person. I.R.S. Identification No. of above person (entities only).

INCENTIVE INVESTMENT (JERSEY) LTD
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
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3. SEC Use Only

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4. Source of Funds (See Instructions)

WC
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5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_]

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6. Citizenship or Place of Organization

Jersey, UK
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NUMBER OF 7. Sole Voting Power
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------
EACH 8. Shared Voting Power
REPORTING
PERSON 2,237,577
WITH -----------------------------
9. Sole Dispositive Power

0
-----------------------------
10. Shared Dispositive Power

2,237,577
------------------------------------------

11. Aggregate Amount Beneficially Owned by Reporting Person

2,237,577
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12. Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_]

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13. Percent of Class Represented by Amount in Row (11)

18.9%
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14. Type of Reporting Person (See Instructions)

IV
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CUSIP No. 152005104 *

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1. Name of Reporting Person I.R.S. Identification No. of above person (entities only).

INCENTIVE CAPITAL LTD
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
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3. SEC Use Only

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4. Source of Funds (See Instructions)

WC
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5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_]

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6. Citizenship or Place of Organization

Switzerland
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0
-----------------------------
10. Shared Dispositive Power

2,237,577
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11. Aggregate Amount Beneficially Owned by Reporting Person

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13. Percent of Class Represented by Amount in Row (11)

18.9%
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14. Type of Reporting Person (See Instructions)

IV
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CUSIP No. 152005104 *

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1. Name of Reporting Person I.R.S. Identification No. of above person (entities only).

INCENTIVE ASSET MANAGEMENT LTD
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
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3. SEC Use Only

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4. Source of Funds (See Instructions)

WC
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5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_]

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6. Citizenship or Place of Organization

Switzerland
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NUMBER OF 7. Sole Voting Power
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------
EACH 8. Shared Voting Power
REPORTING
PERSON 0
WITH -----------------------------
9. Sole Dispositive Power

0
-----------------------------
10. Shared Dispositive Power

2,301,247
------------------------------------------

11. Aggregate Amount Beneficially Owned by Reporting Person

2,301,247
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_]

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13. Percent of Class Represented by Amount in Row (11)

19.5%
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14. Type of Reporting Person (See Instructions)

IA
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CUSIP No. 152005104 *

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1. Name of Reporting Person I.R.S. Identification No. of above person (entities only).

MR RENE BRAGINSKY
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
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3. SEC Use Only

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4. Source of Funds (See Instructions)

WC
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5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_]

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6. Citizenship or Place of Organization

Switzerland
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NUMBER OF 7. Sole Voting Power
SHARES
BENEFICIALLY 6,203
OWNED BY -----------------------------
EACH 8. Shared Voting Power
REPORTING
PERSON 0
WITH -----------------------------
9. Sole Dispositive Power

6,203
-----------------------------
10. Shared Dispositive Power

2,301,247
------------------------------------------

11. Aggregate Amount Beneficially Owned by Reporting Person

2,301,450
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12. Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_]

------------------------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)

19.5%
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14. Type of Reporting Person (See Instructions)

IN
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Item 1. Security and Issuer

This Amendment No. 1 to the Statement on Schedule 13D, dated March 28, 2003,
with respect to the Registered Shares, par value CHF 30 per share (the
"Registered Shares"), of Centerpulse Ltd., a company incorporated with limited
liability under the laws of Switzerland (the "Issuer"), hereby amends and
supplements the Statement on Schedule 13D (the "Schedule 13D") initially filed
on October 15, 2002. The Registered Shares trade on the SWX Swiss Exchange and
other European exchanges and American Depository Shares ("ADSs") for Registered
Shares trade on the New York Stock Exchange under the symbol "CEP". Each ADS
represents 0.1 Registered Share. The address of the principal executive offices
of the Issuer is Andreasstrasse 15, CH-8050 Zurich, Switzerland.

Item 2. Identity and Background.

Name of Persons filing this Statement (the "Reporting Persons"):

InCentive Investment (Jersey) Ltd., a Jersey (UK) corporation
("InCentive Jersey");

InCentive Capital Ltd., a Swiss corporation
("InCentive Capital");

InCentive Asset Management Ltd., a Swiss corporation
("InCentive Asset Management"); and

Mr. Rene Braginsky ("Mr. Braginsky")

InCentive Jersey is a corporation organized under the laws of Jersey (UK) and a
wholly owned subsidiary of InCentive Capital. The principal business of
InCentive Jersey is to invest directly and indirectly in various companies. The
business address of InCentive Jersey, which also serves as its principal
office, is Lister House, The Parade, St. Helier.

InCentive Capital is a corporation organized under the laws of Switzerland, the
principal business of which is to invest, directly and indirectly, in
securities of publicly and privately owned companies. InCentive Capital is an
investment company listed on the SWX Swiss Exchange. The business address of
InCentive Capital, which also serves as its principal office, is Baarerstrasse
8, 6301 Zug, Switzerland.

InCentive Asset Management is a corporation organized under the laws of
Switzerland. InCentive Asset Management's sole shareholder is Mr. Braginsky.
The principal business of InCentive Asset Management is to manage the assets
and investments of various customers, including InCentive Capital. The business
address of InCentive Asset Management, which also serves as its principal
office, is Toedistrasse 36, 8002 Zurich, Switzerland.

Mr. Braginsky serves as the Chief Executive Officer and a delegate of the Board
of Directors of InCentive Capital. He is also the Chief Executive Officer and a
delegate of the Board of Directors of InCentive Asset Management. Mr. Braginsky
also serves as a director on the Board of Directors of the Issuer. The business
address of Mr. Braginsky is c/o InCentive Asset Management Ltd., Toedistrasse
36, 8002 Zurich, Switzerland. Mr. Braginsky is a citizen of Switzerland.

Item 3. Source and Amount of Funds or Other Considerations

See Item 5(c) for a description of transactions effected during the past 60
days. Each of the transactions described therein was funded with cash from
working capital of InCentive Jersey.

Item 4. Purpose of the Transaction

On March 20, 2003, Smith & Nephew plc ("Smith") announced its intention to
purchase, by way of a share and a cash tender offer, all of the Issuer's
publicly held Registered Shares (the "Tender Offer") and entered into an
agreement with the Issuer setting forth the terms of the proposed Tender Offer
("Issuer Transaction Agreement"). Smith will effect the Tender Offer through
its holding company, Smith & Nephew Group plc ("New Smith"), and the Tender
Offer will be launched on the SWX Swiss Exchange.

On March 20, 2003, InCentive Capital and Smith entered into a transaction
agreement (the "InCentive Transaction Agreement") pursuant to which Smith has
undertaken to launch, through New Smith, a tender offer for all InCentive
Capital's publicly held bearer shares, thereby indirectly acquiring the 18.9%
interest in the Registered Shares owned by InCentive Capital (the "InCentive
Tender Offer"). The InCentive Tender Offer will be launched on the SWX Swiss
Exchange and conditioned upon the completion of the Tender Offer. Pursuant to
the terms of the InCentive Transaction Agreement, InCentive Capital has agreed
(i) not to tender any Registered Shares held by it to Smith in the Tender Offer
and (ii) to exercise or terminate as soon as reasonably practicable but in any
event prior to the expiry of the Tender Offer the 683,000 call options held by
it or its subsidiaries for 683,000 Registered Shares of the Issuer.
Additionally, as part of the transaction, InCentive Capital plans to transfer
to it any Registered Shares held by its direct or indirect subsidiaries.

On March 20, 2003, in conjunction with the Tender Offer, the principal
shareholders of InCentive Capital, including Mr. Braginsky, who together hold
approximately 77% of the outstanding share capital of InCentive Capital,
entered into a tender agreement with Smith (the "Tender Agreement"). Under this
Tender Agreement, the principal shareholders of InCentive Capital have
undertaken, inter alia, to tender each of his or her shares in InCentive
Capital to Smith or New Smith in the Tender Offer.

Item 5. Interest in Securities of the Issuer

(a) - (b) As of the date hereof, the Reporting Persons collectively
beneficially own (or are deemed, for purpose of Regulation 13D-G to
beneficially own) in the aggregate 2,307,450 Registered Shares, representing
19.5% of the outstanding Registered Shares of the Issuer (based on 11,830,645
Registered Shares, as listed in the commercial register dated January 23,
2003). Included among the Registered Shares so beneficially owned by the
Reporting

Persons are (i) 1,554,577 Registered Shares owned directly by InCentive Jersey
and 683,000 additional Registered Shares for which Incentive Jersey has call
options, (ii) 63,670 Registered Shares held by entities other than InCentive
Jersey or InCentive Capital for which provides investment management services
and, as a result of such services, has dispositive power with respect to such
Registered Shares and (iii) 6,203 Registered Shares owned directly by Mr.
Braginsky.

Pursuant to Instruction C to Schedule 13D of the Securities Exchange Act of
1934, as amended, Schedules B and C to the Schedule 13D have been amended to
update information previously reported on Schedule 13D with respect to the
interest of the directors and officers of the Reporting Persons in the
Securities of the Issuer.

(c) The following table sets forth the transactions effected by the Reporting
Persons in Registered Shares in the past 60 days. The transactions were all
effected by InCentive Jersey to effect the renewal of pre-existing forward
purchases. The amount of Registered Shares to be acquired pursuant to forward
purchase contracts during the past 60 days has not changed. The transactions
are essentially forward purchases and are effectuated by the rolling over at
expiry of certain option contracts in four steps. These four-step transactions
include in each case (i) the closing of short puts, (ii) the closing of long
calls, (iii) the reopening, or selling, of short puts, and (iv) the reopening,
or purchasing, of long put calls.

Number Price
Date of Counter Type of of Type of Strike per
transaction party transaction Securities Securities Underlying Securities Price Security
----------- ------- ------------- ---------- ---------- --------------------- ------ --------
CHF CHF

02/13/2003 UBS Buy to close 200,000 Put Registered Shares 200 0.01
02/13/2003 UBS Sell to close 200,000 Call Registered Shares 200 49.01
02/12/2003 UBS Sell to open 200,000 Put Registered Shares 200 1.12
02/12/2003 UBS Buy to open 200,000 Call Registered Shares 200 50.33
02/13/2003 ABN Buy to close 80,000 Put Registered Shares 195 0.00
02/13/2003 ABN Sell to close 80,000 Call Registered Shares 195 51.00
02/13/2003 ABN Sell to open 80,000 Put Registered Shares 195 2.90
02/13/2003 ABN Buy to open 80,000 Call Registered Shares 195 54.25
03/14/2003 UBS Buy to close 200,000 Put Registered Shares 200 0.01
03/14/2003 UBS Sell to close 200,000 Call Registered Shares 200 70.01
03/14/2003 UBS Sell to open 200,000 Put Registered Shares 200 0.34
03/14/2003 UBS Buy to open 200,000 Call Registered Shares 200 70.50
03/14/2003 ABN Buy to close 80,000 Put Registered Shares 195 0.00
03/14/2003 ABN Sell to close 80,000 Call Registered Shares 195 75.00
03/14/2003 ABN Sell to open 80,000 Put Registered Shares 195 0.45
03/14/2003 ABN Buy to open 80,000 Call Registered Shares 195 75.75
03/14/2003 ABN Buy to close 160,000 Put Registered Shares 215 0.00
03/18/2003 ABN Sell to close 160,000 Call Registered Shares 215 50.00
03/18/2003 ABN Sell to open 160,000 Put Registered Shares 215 1.39
03/18/2003 ABN Buy to open 160,000 Call Registered Shares 215 51.60
03/18/2003 CS Buy to close 100,000 Put Registered Shares 220 0.00
03/18/2003 CS Sell to close 100,000 Call Registered Shares 220 45.00
03/18/2003 CS Sell to open 100,000 Put Registered Shares 220 0.52
03/18/2003 CS Buy to open 100,000 Call Registered Shares 220 45.80

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to the Securities of the Issuer.

The responses to Items 4 and 5 and of the Schedule 13D are herein incorporated
by reference.

Item 7. Materials to be filed as Exhibits.

Exhibit 1 Transaction Agreement dated March 20, 2003, between
InCentive Capital AG, Smith & Nephew plc. and Meadowclean
Limited regarding a Public Tender Offer to all Shareholders
of Incentive

Exhibit 2 Amendment No. 1 dated March 25, 2003 to Transaction
Agreement dated March 20, 2003, between InCentive Capital
AG, Smith & Nephew plc. and Meadowclean Limited regarding a
Public Tender Offer to all Shareholders of Incentive

Exhibit 3 Press Release issued by InCentive Capital dated March 20,
2003, entitled "Tender offer for InCentive Capital AG in
connection with the combination of Smith & Nephew, plc and
Centerpulse AG"

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

INCENTIVE INVESTMENT (JERSEY) LTD.

By: /s/ Michael Dee
-----------------------------
Name: Michael Dee
Title: Chairman

By: /s/ Marc C. Bruppacher
-----------------------------
Name: Dr. Marc C. Bruppacher
Title: Director

INCENTIVE CAPITAL LTD.

By: /s/ Hans Kaiser
-----------------------------
Name: Hans Kaiser
Title: Director

By: /s/ Eric Stupp
-----------------------------
Name: Eric Stupp
Title: Director

INCENTIVE ASSET MANAGEMENT LTD.

By: /s/ Paul Wyler
-----------------------------
Name: Paul Wyler
Title: Director

By: /s/ Raoul Bloch
-----------------------------
Name: Dr. Raoul Bloch
Title: Member of management
board

RENE BRAGINSKY

By: /s/ Rene Braginsky
-----------------------------
Name: Rene Braginsky

Date: March 28, 2003

EXHIBIT INDEX

Exhibit No Description of Exhibit
---------- ----------------------

Exhibit 1 Transaction Agreement dated March 20, 2003, between InCentive
Capital AG, Smith & Nephew plc. and Meadowclean Limited
regarding a Public Tender Offer to all Shareholders of Incentive

Exhibit 2 Amendment No. 1 dated March 25, 2003 to Transaction Agreement
dated March 20, 2003, between InCentive Capital AG, Smith &
Nephew plc. and Meadowclean Limited regarding a Public Tender
Offer to all Shareholders of Incentive

Exhibit 3 Press Release issued by InCentive Capital dated March 20, 2003,
entitled "Tender offer for InCentive Capital AG in connection
with the combination of Smith & Nephew, plc and Centerpulse AG"

SCHEDULE B

The name, position, citizenship, principal occupation and beneficial ownership
of Registered Shares of Centerpulse of the directors and executive officers of
InCentive Capital are set forth below. The business address of each director
and executive officers c/o InCentive Capital Ltd., Baarerstrasse 8, 6301 Zug,
Switzerland.

Ownership of Registered
Name Position Citizenship Principal Occupation Shares of Centerpulse
---- --------------------------- ----------- -------------------- -----------------------

Karl Otto Pohl Chairman of the Board of
Directors German See Schedule A See Schedule A
Rene Braginsky Member, Chief Executive
Officer and delegate of the
Board of Directors Swiss See Item 2 See Items 3-5
Joel R. Mesznik Member American See Schedule A See Schedule A
Eric Stupp Member Swiss Attorney
Bar & Karrer
Seefeldstrasse 19
8024 Zurich
Switzerland 4(2)
Hans Kaiser Member Swiss Member
InCentive Capital
Ltd. 36,284(3)

--------
(2) Mr. Stupp beneficially owns 4 Registered Shares of Centerpulse. Mr. Stupp
used personal funds to purchase such Registered Shares. Mr. Stupp has sole
voting and dispositive power over such shares. Mr. Stupp intends to tender
such Registered Shares in the Tender Offer.

(3) Mr. Kaiser beneficially owns 36,284 Registered Shares of Centerpulse. Mr.
Kaiser used personal funds to purchase 32,284 of such Registered Shares,
and Mr. Kaiser has sole voting and dispositive power over such shares. The
other 4000 shares beneficially owned by Mr. Kaiser are held by a family
member of Mr. Kaiser and information as to the voting and dispositive power
over such shares, as well as information as to the funds used to purchase
such shares, is currently unavailable. Mr. Kaiser is a party to the Tender
Agreement, pursuant to which he has agreed to tender his Registered Shares
to Smith and New Smith in connection with the Tender Offer.

SCHEDULE C

The name, position, citizenship, principal occupation and beneficial ownership
of Registered Shares of Centerpulse of the directors and executive officers of
InCentive Asset Management are set forth below. The business address of each
director and executive officer c/o InCentive Asset Management Ltd.,
Toedistrasse 36, 8002 Zurich, Switzerland.

Ownership
of Registered
Principal Shares of
Name Position Citizenship Occupation Centerpulse
---- ------------------ ----------- -------------------------- --------------

Karl Otto Pohl Chairman German See Schedule A See Schedule A

Rene Braginsky Member,
Chief Executive
Officer and
delegate of the
Board of Directors Swiss See Item 2 See Items 3-5

Alexander I. de Member Swiss Attorney
Beer de Beer Rechtsanwalte
Schlossbergstrasse 22
8702 Zollikon, Switzerland - 0 -

Paul Wyler Member Swiss Chief Executive Officer
Creavent Ltd.
Toedistrasse 36
8002 Zurich,
Switzerland 1,000(4)

--------
(4) Mr. Wyler beneficially owns 1,000 Registered Shares of Centerpulse. Mr.
Wyler used personal funds to purchase such Registered Shares. Mr. Wyler has
sole voting and dispositive power over such Registered Shares and intends
to tender such Registered Shares in the Tender Offer.