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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
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(Name of Registrant as Specified in its Charter)
United States Surgical Corporation
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(Name of Person Filing Proxy Statement)
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[LETTERHEAD OF UNITED STATES SURGICAL CORPORATION APPEARS HERE]
IT'S TIME FOR A CHANGE
September 4, 1997
Dear Fellow Circon Shareholders:
When the Board of Directors you elected at Circon to manage YOUR Company:
. blatantly defies the desire of the overwhelming majority of Circon's
shareholders to sell the Company--IT'S TIME FOR A CHANGE.
. places their interests above yours--IT'S TIME FOR A CHANGE.
. denies you of the opportunity to more than double the value* of your Circon
investment--IT'S SURELY TIME FOR A CHANGE.
ONLY YOU CAN EFFECT CHANGE VOTE THE BLUE PROXY CARD
As Circon's shareholders, we are faced with an important decision. We are
strapped with a Board of Directors led by Richard Auhll, Chairman and
President, which, in our opinion, has failed in its fiduciary responsibility to
act in the best interest of all Circon shareholders. We believe Mr. Auhll and
his Board are letting greed cloud their judgment.
Mr. Auhll and his Board have repeatedly resisted U.S. Surgical's cash offers
for Circon during the last 13 months in spite of the overwhelming support of
Circon's shareholders. The Board's negative actions since our original $18 cash
offer has cost Circon's shareholders dearly in lost opportunities. Shareholders
could have more than doubled the value of their Circon investment had the Board
not resisted our original cash offer. ENOUGH IS ENOUGH! IT IS TIME TO TAKE
MATTERS INTO OUR OWN HANDS BY REPLACING BOARD MEMBERS WHO ARE NOT RESPONSIVE TO
SHAREHOLDER WISHES WITH NEW DIRECTORS WHO WILL BE.
At Circon's Annual Meeting of Shareholders on October 6, 1997, send a message
to Mr. Auhll and the Board that you will no longer tolerate their nonsense and
delay. Show the Circon Board that you demand that they comply with their
fiduciary responsibilities and the will of a majority of Circon's shareholders
to sell the Company to the highest bidder. Return the enclosed BLUE proxy card
today.
(OVER)
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We urge you to vote FOR U.S. Surgical's two Director nominees and FOR the
Maximize Value Resolution on the BLUE card.
Thank you for your consideration and continued support.
On behalf of the board,
/s/ Leon C. Hirsch
Leon C. Hirsch, Chairman
United States Surgical Corporation
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 the 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 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
*PLEASE EXAMINE THE FACTS:
FACT: The average closing price of Circon's shares was $9.83 during the
ten days prior to the initial offering on August 2, 1996.
ASSUMPTION: If Circon's Board approved our initial $18 cash offer, the
proceeds would have been available for reinvestment on September 9, 1996,
10 days after the expiration of the offer.
FACT: On September 9, 1996, the Dow Jones Industrial Average was 5659.
ASSUMPTION: If Circon's shareholders reinvested the proceeds from the sale
of their Circon shares on September 9, 1996 in an investment that mirrored
the Dow Jones Industrial Average's performance, which closed at 7867 on
September 4, 1997, their reinvestment would have grown 39% or $7.02 per
share. $7.02 plus the $18 tender offer equals $25.02 per share. Since
Circon's shares were worth approximately $9.83 before our cash offer, and
$25.02 after the offer, Circon's shareholders could have grown the value
of their investment by 155% before taxes.
