Securities and Exchange Commission
Washington, D.C. 20549
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)
----------------------------
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 transac-
tion 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 pro-
vided 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 regis-
tration 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:
[U.S. SURGICAL LETTERHEAD]
ATTENTION
Account Executives With Clients Holding Shares
of
Circon Corporation Common Stock
August 22, 1997
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 tender offer
for Circon stock in August, 1996.
United States Surgical's offer is not contin-
gent on financing. NOTHING STANDS BETWEEN YOUR CLIENT
AND OUR $16.40 CASH TENDER OFFER EXCEPT CIRCON'S BOARD OF
DIRECTORS. We believe that your clients' execution today
of the BLUE proxy card recently mailed to them by United
States Surgical is the most effective way to facilitate
our cash tender offer.
If you would like to receive additional infor-
mation on our cash tender offer and/or our proxy materi-
al, please call your firm's Re-org department for tender
offer material, the Proxy Dept. for proxy material or our
information and proxy agent, Kissel-Blake Inc. at 1-800-
554-7733.
