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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF
1934
FILED BY THE REGISTRANT [_]
FILED BY A PARTY OTHER THAN THE REGISTRANT [X]
CHECK THE APPROPRIATE BOX:
[_] PRELIMINARY PROXY STATEMENT
[_] DEFINITIVE PROXY STATEMENT
[X] DEFINITIVE ADDITIONAL MATERIALS
[_] SOLICITING MATERIAL PURSUANT TO SECTION 240.14A-11(C) OR SECTION 240.14A-12
CIRCON CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
UNITED STATES SURGICAL CORPORATION
(NAME OF PERSON FILING PROXY STATEMENT)
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Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[_] Fee previously paid with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement Number:
(3) Filing Party:
(4) Date Filed:
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[LOGO](TM) United States Surgical Corporation
150 Glover Avenue, Norwalk, Connecticut 06856
(203) 845-1000, http://www.ussurg.com
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August 11, 1997
Dear Fellow Circon Shareholder:
United States Surgical Corporation has made a $16.50 cash
offer for all outstanding shares of Circon Corporation common
stock. Our offer represents a 68% premium over the average 10-
trading day price of Circon stock immediately prior to U.S.
Surgical's first tender offer for Circon stock in August 1996.
U.S. Surgical's offer is not contingent on financing. NOTHING
STANDS BETWEEN YOU AND OUR $16.50 CASH OFFER EXCEPT CIRCON'S
BOARD OF DIRECTORS. We believe that your execution today of the
enclosed BLUE proxy card is the most effective way to facilitate
our tender offer.
BY RESISTING U.S. SURGICAL'S OFFER, WE BELIEVE CIRCON'S BOARD
AND MANAGEMENT ARE PROTECTING THEIR OWN INTERESTS, NOT
SHAREHOLDER INTEREST
For over a year, we have made every effort to arrange a
meeting with Circon's Board and management, yet they have
repeatedly refused to meet with us to discuss a business
combination with clear benefits for Circon's shareholders and
customers. They continue to stonewall. Circon's Board has:
. Adopted a "poison pill" that would make it prohibitively
expensive for U.S. Surgical or any other bidder to acquire
Circon without the approval of Circon's Board, even if
supported by the vast majority of shareholders.
. Adopted lucrative "golden parachutes" to enrich themselves.
. Violated Circon's by-laws by delaying Circon's annual
shareholders meeting, thereby depriving shareholders of
their right to show their support for a sale of Circon.
CIRCON HAS NOT OFFERED YOU, THE SHAREHOLDER, ANY ALTERNATIVES
TO U.S. SURGICAL'S ALL CASH OFFER. INSTEAD, THEY ASK YOU TO WAIT
AND HOPE THAT THEIR FAILED "STRATEGIC PLAN" WILL EVENTUALLY
PRODUCE RESULTS.
IN FACT, SHAREHOLDER VALUE HAS DIMINISHED. OUR ORIGINAL OFFER
IN AUGUST, 1996 WAS $18 PER SHARE. ON FRIDAY, AUGUST 8, 1997,
CIRCON SHARES WERE TRADING AT $15 9/16, A 13.5% DECREASE.
CIRCON'S "STRATEGIC PLAN" HAS FAILED
. Circon's operating income for the six months ended June 30,
1997 was down 22% compared to the same period in 1996.
. Second quarter 1997 operating income fell more than 25%
from the first quarter and earnings per share dropped 50%.
Despite this poor performance, Circon management persists in
trying to convince shareholders that its "strategic plan is on
track."
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SEND A MESSAGE THAT YOU DEMAND THE IMMEDIATE SALE OF CIRCON--VOTE FOR U.S.
SURGICAL'S NOMINEES AND THE MAXIMIZE VALUE RESOLUTION
U.S. Surgical is seeking your vote at Circon's 1997 Annual Meeting of
Shareholders to elect two nominees to Circon's Board of Directors. These two
nominees--Mr. Charles M. Elson, a prominent shareholder activist, and Victor H.
Krulak, Lt. Gen., U.S. Marine Corps, Ret.--are committed to acting in the best
interests of all Circon shareholders by seeking to arrange for the prompt sale
of Circon to the highest bidder.
We are also seeking your support for the following resolution (the "Maximize
Value Resolution"):
"RESOLVED: That the shareholders of Circon Corporation urge the Circon
Board of Directors to arrange for the prompt sale of Circon to the
highest bidder."
If elected, U.S. Surgical's nominees will seek to convince other members of
Circon's Board to vote with them to pursue a prompt sale of Circon to the
highest bidder. U.S. Surgical's nominees would support an auction of Circon by
any appropriate process the Circon Board chooses to adopt.
LET CIRCON'S ENTRENCHED MANAGEMENT AND BOARD KNOW THAT SHAREHOLDERS DEMAND A
CHANGE
For over a year, the current Circon Board has cost you money. They have
resisted previous offers by U.S. Surgical to acquire Circon, despite the fact
that the majority of Circon's shares have been tendered to U.S. Surgical
repeatedly, expressing shareholders' desire to sell Circon to U.S. Surgical.
DON'T LET CIRCON'S BOARD CONTINUE TO STONEWALL AND COST YOU MONEY.
PROTECT YOUR INTERESTS--VOTE THE BLUE PROXY CARD FOR U.S. SURGICAL'S DIRECTOR
NOMINEES AND FOR THE MAXIMIZE VALUE RESOLUTION.
Thank you for your consideration and support.
On behalf of the Board,
/s/Leon C. Hirsch
Leon C. Hirsch, Chairman
United States Surgical Corporation
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IMPORTANT
Your vote is important, no matter how many or how few Circon shares
you own. U.S. Surgical urges you to mark, sign, date and return the
enclosed BLUE proxy card to vote for election of the U.S. Surgical
nominees and for the approval of the Maximize Value Resolution.
If your Circon shares are registered in your own name, please mark,
sign and date the enclosed BLUE proxy card. Return the proxy card to
U.S. Surgical, c/o Kissel-Blake Inc. in the enclosed envelope in time
to be voted at the annual meeting. If any of your Circon shares are
held in the name of a brokerage firm, bank, bank nominee or other
institution on the record date, only it can vote such Circon shares
and only upon receipt of your specific instructions. Accordingly,
please contact the person responsible for your account and instruct
that person to execute on your behalf the BLUE annual meeting proxy
card.
Remember--even if you have already tendered your Circon shares in
U.S. Surgical's Offer, you must vote your Circon shares on the
enclosed BLUE proxy card to support U.S. Surgical's nominees and the
Maximize Value Resolution.
For additional information please review the Proxy Statement of U.S.
Surgical dated August 11, 1997.
If you have any questions or require assistance voting your Circon
shares, please call our proxy solicitors:
KISSEL-BLAKE INC.
110 Wall Street
New York, NY 10005
Call Toll Free (800) 554-7733
Brokers and Banks, please call (212) 344-6733
