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:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] 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
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:
PRELIMINARY PROXY MATERIALS
PROXY STATEMENT
OF
UNITED STATES SURGICAL CORPORATION
IN OPPOSITION TO
BOARD OF DIRECTORS
OF
CIRCON CORPORATION
________________
1997 ANNUAL MEETING OF SHAREHOLDERS
________________
This Proxy Statement and the accompanying BLUE Proxy
Card are being furnished in connection with the
solicitation of proxies by United States Surgical
Corporation ("U.S. Surgical Corp.") and its wholly owned
subsidiary, USS Acquisition Corp. ("USSA" and, together
with U.S. Surgical Corp., "U.S. Surgical"), to be used at
the 1997 Annual Meeting of Shareholders of Circon
Corporation ("Circon" or the "Company") and at any and
all adjournments, postponements, reschedulings or
continuations, or any other meeting of shareholders held
in lieu thereof (the "Annual Meeting"). Circon has not
yet announced the record date or date of the Annual
Meeting.
THIS SOLICITATION IS BEING MADE BY U.S. SURGICAL,
AND NOT ON BEHALF OF THE CIRCON BOARD.
At the Annual Meeting, two Class I Directors of
Circon will be elected for a three-year term expiring at
the 2000 Annual Meeting of Shareholders. In opposition
to the solicitation of proxies by the Circon Board of
Directors (the"Circon Board"), U.S. Surgical is proposing
a slate of two independent nominees, Charles M. Elson and
Victor H. Krulak, for election as Class I Directors of
Circon (the "U.S. Surgical Nominees").
Both U.S. Surgical Nominees are committed to a sale
of Circon at a price not less than $[ ] per share of
Common Stock, par value $.01 per share (the "Shares" or
the "Circon Shares").
U.S. Surgical intends to commence shortly a tender
offer (the "Offer") to purchase all outstanding Circon
Shares not owned by U.S. Surgical at a price of $[ ] in
cash per Circon Share. For a description of several
prior offers that U.S. Surgical has made to acquire
Circon Shares since August 2, 1996, see "Background of
the Solicitation the Initial Offer."
You will also be asked at the Annual Meeting to
consider and vote upon 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.
U.S. Surgical believes that the election of the two
U.S. Surgical Nominees and the approval of the Maximize
Value Resolution represents the best means for Circon
shareholders to express their support for a prompt sale
of Circon. For over a year, the current Circon Board has
resisted previous offers by U.S. Surgical to acquire
Circon, despite the fact that Circon shareholders owning
more than a majority of the outstanding Circon Shares
have repeatedly expressed their desire that Circon be
sold by tendering their Shares in U.S. Surgical's Initial
Offer described below. The incumbent Circon Directors
have not presented you with any alternative other than
Circon remaining independent. See "Background of the
Solicitation The Initial Offer" However, because the
U.S. Surgical Nominees, if elected, will fill only two of
the six seats on the Circon Board, and because the
Maximize Value Resolution is not binding on the Circon
Board, there can be no assurance that the Circon Board
will seek to sell Circon, even if the U.S. Surgical
Nominees are elected and the Maximize Value Resolution is
adopted by Circon Shareholders.
The enclosed BLUE proxy card may be executed by
holders of record at the close of business on the record
date (the "Record Date") designated by the Circon Board
as the date for the determination of shareholders
entitled to notice of, and to vote at, the Annual
Meeting. Shareholders of record at the close of business
on the Record Date will be entitled to one vote at the
Annual Meeting for each Share held on the Record Date,
except that U.S. Surgical expects that cumulative voting
will apply in the election of directors. Under
cumulative voting, each shareholder is entitled to the
number of votes to which such shareholders' shares would
normally be entitled, multiplied by the number of
directors to be elected. A shareholder then may cast all
of such votes for a single candidate or may allocate them
among as many candidates as the shareholder may choose
(up to the number of directors to be elected). The proxy
statement furnished by Circon to shareholders (the
"Circon Proxy Statement") will contain certain
information concerning the Annual Meeting and the Record
Date. At the date of this Proxy Statement, U.S. Surgical
is the record holder of an aggregate of 973,194 Circon
Shares and the beneficial owner of an aggregate of
1,959,348 Circon Shares, which it believes represent
approximately 14.8% of the Shares outstanding. According
to Circon's Quarterly Report on Form 10-Q for the period
ending March 31, 1997, there were 13,243,448 Circon
Shares outstanding as of March 31, 1997. U.S. Surgical
intends to vote such Shares for the election of the U.S.
Surgical Nominees and for the Maximize Value Resolution.
Although U.S. Surgical does not presently intend to
alter the terms of the Offer, it is possible that,
depending on the facts and circumstances existing at the
time, the terms might be altered in one or more respects.
It is not possible at this time to determine whether, if
U.S. Surgical should withdraw, or materially amend, the
terms of the Offer prior to the Annual Meeting, U.S.
Surgical would continue to seek to elect the U.S.
Surgical Nominees or to seek adoption of the Maximize
Value Resolution. U.S. Surgical will, however,
disseminate information regarding such changes, if any,
to Circon shareholders and, in appropriate circumstances,
will provide shareholders with a reasonable opportunity
to revoke their proxies prior to the Annual Meeting.
________________
This Proxy Statement and the BLUE proxy card are
first being mailed or furnished to Circon shareholders on
or about ___________, 1997. The principal executive
offices of Circon are located at 6500 Hollister Avenue,
Santa Barbara, California 93117.
U.S. SURGICAL IS SOLICITING PROXIES FOR THE ELECTION
OF THE TWO U.S. SURGICAL NOMINEES AND FOR THE ADOPTION OF
THE MAXIMIZE VALUE RESOLUTION.
IMPORTANT
AT THE ANNUAL MEETING, U.S. SURGICAL SEEKS
(1) TO ELECT THE TWO U.S. SURGICAL NOMINEES AS THE
CLASS I DIRECTORS OF CIRCON AND (2) APPROVAL OF THE
MAXIMIZE VALUE RESOLUTION.
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
ANNUAL MEETING PROXY CARD TO VOTE FOR ELECTION OF THE
U.S. SURGICAL NOMINEES AND FOR THE APPROVAL OF THE
MAXIMIZE VALUE RESOLUTION.
A VOTE FOR THE U.S. SURGICAL NOMINEES AND
APPROVAL OF THE PROPOSED MAXIMIZE VALUE RESOLUTION WILL
ENABLE YOU--AS THE OWNERS OF CIRCON--TO SEND A MESSAGE
TO THE CIRCON BOARD THAT YOU ARE IN FAVOR OF A SALE OF
CIRCON.
U.S. SURGICAL URGES YOU NOT TO SIGN ANY PROXY
CARD SENT TO YOU BY CIRCON. IF YOU HAVE ALREADY DONE
SO, YOU MAY REVOKE YOUR PROXY BY DELIVERING A WRITTEN
NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE
ANNUAL MEETING TO U.S. SURGICAL, C/O KISSEL-BLAKE INC.,
110 WALL STREET, NEW YORK, NEW YORK 10005 (THE
"AGENT"), OR TO THE SECRETARY OF CIRCON, OR BY VOTING
IN PERSON AT THE ANNUAL MEETING. ONLY YOUR LATEST
DATED PROXY WILL COUNT AT THE ANNUAL MEETING. SEE
"PROXY PROCEDURES" BELOW.
IMPORTANT NOTE: IF YOUR CIRCON SHARES ARE
REGISTERED IN YOUR OWN NAME, PLEASE MARK, SIGN AND DATE
THE ENCLOSED BLUE ANNUAL MEETING PROXY CARD AND RETURN
IT 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. U.S. SURGICAL URGES YOU TO CONFIRM YOUR
INSTRUCTIONS IN WRITING TO THE PERSON RESPONSIBLE FOR
YOUR ACCOUNT AND TO PROVIDE A COPY OF SUCH INSTRUCTIONS
TO U.S. SURGICAL , C/O KISSEL-BLAKE INC. AT THE ADDRESS
INDICATED BELOW:
KISSEL-BLAKE INC.
110 WALL STREET
NEW YORK, NEW YORK 10005
CALL TOLL-FREE (800) 554-7733
BROKERS AND BANKS, PLEASE CALL (212) 344-6733
THE U.S. SURGICAL NOMINEES SUPPORT
THE PROMPT SALE OF CIRCON
The U.S. Surgical Nominees are committed to a prompt
sale of Circon for a price of not less than $[ ] per
Circon Share. In order to permit the Offer to proceed,
U.S. Surgical needs the cooperation of the Circon Board
to redeem the Rights (the "Rights Condition") and to
approve the Offer and the proposed second-step merger
(the "Proposed Merger") at $ per Share for the purposes
of Section 203 of the Delaware General Corporation Law
(the "Business Combination Condition").
If elected, the two U.S. Surgical Nominees will
constitute a minority of the six member Circon Board.
Under Circon's Certificate of Incorporation and Bylaws, a
majority of the whole Board constitutes a quorum, and
Board action may be taken by a vote of a majority of the
directors when a quorum is present. Accordingly, the
U.S. Surgical Nominees would generally not be able,
without the support of at least one or two other Board
members, to unilaterally take Board action.
Nonetheless, if elected, the U.S. Surgical Nominees
will, subject to their fiduciary duties, seek to convince
other members of the Circon Board to vote with them to
arrange a prompt sale of Circon to the highest bidder.
If the requisite Board vote for a sale of Circon is
received, the U.S. Surgical Nominees would support an
auction of Circon on a prompt basis by any appropriate
process the Circon Board chooses to adopt. While the
U.S. Surgical Nominees, as a minority of the Circon
Board, could not alone determine what process should be
followed, it would be customary for such an auction to
involve the provision of nonpublic information concerning
Circon to bidders.
The U.S. Surgical Nominees support the prompt sale
of Circon to the highest bidder, whether in cash or some
other form of consideration. The U.S. Surgical Nominees
would expect that bids would be evaluated based on, among
other things, the value of the consideration offered, the
ability of the bidder to finance the bid, the quality of
any non-cash consideration offered (including the
financial condition of any bidder offering non-cash
consideration), and the timing and likelihood of
consummation of the proposed transaction in light of any
required financing or regulatory approvals.
If no viable bids in excess of the price offered by
U.S. Surgical pursuant to the Offer are received, the
U.S. Surgical Nominees would also seek to convince other
members of the Circon Board to vote with them to take all
steps, including redemption of the Rights, necessary to
permit the Offer and the Proposed Merger to proceed as
promptly as practicable.
U.S. Surgical believes that the election of the two
U.S. Surgical Nominees and the approval of the Maximize
Value Resolution represents the best means for Circon
shareholders to express their support for a prompt sale
of Circon. For over a year, the current Circon Board has
resisted previous offers by U.S. Surgical to acquire
Circon, despite the fact that Circon shareholders owning
more than a majority of the outstanding Circon Shares
have repeatedly expressed their desire that Circon be
sold by tendering their Shares in U.S. Surgical's Initial
Offer. The incumbent Circon Directors have not presented
you with any alternative other than Circon remaining
independent. See "Background of the Solicitation the
Initial Offer." However, because the U.S. Surgical
Nominees, if elected, will fill only two of the six seats
on the Circon Board, and because the Maximize Value
Resolution is not binding on the Circon Board, there can
be no assurance that the Circon Board will seek to sell
Circon, even if the U.S. Surgical Nominees are elected
and the Maximize Value Resolution is adopted by Circon
Shareholders.
For information about the Minimum Condition, the
Rights Condition and the Business Combination Condition
of the Offer, see "Terms and Conditions of the Offer"
below.
If, like us, you believe that you should have the
opportunity to decide the future of your Company and that
you should have the chance to receive not less than $[ ]
per Circon Share for all of your Shares, U.S. Surgical
urges you to vote your BLUE Annual Meeting proxy card FOR
each of the U.S. Surgical Nominees and FOR the approval
of the Maximize Value Resolution. Both of the U.S.
Surgical Nominees will, subject to their fiduciary
duties, seek to give all shareholders the opportunity to
sell their Circon Shares at a price of not less than $[ ]
per Share.
QUORUM AND VOTING
The Circon Proxy Statement is required to provide
information about the number of shares of Circon's stock
outstanding and entitled to vote on the Record Date for
the Annual Meeting, and reference is made thereto for
such information. Only shareholders of record at the
close of business on the Record Date are entitled to
notice of and to vote on matters that come before the
Annual Meeting.
The presence in person or by proxy of the holders of
a majority of the Circon Shares issued and outstanding
and entitled to vote thereat are necessary to constitute
a quorum at the Annual Meeting. If a quorum is not
present or represented by proxy, the shareholders
entitled to vote, present or represented by proxy, have
the power to adjourn the Annual Meeting from time to
time, without notice other than an announcement at the
Annual Meeting, until a quorum is present or represented.
Each holder of a Circon Share is entitled to one
vote for each Share held, except that cumulative voting
will apply in the election of directors if any
shareholder properly notifies Circon of an intention to
vote cumulatively at the Annual Meeting as discussed in
the Circon Proxy Statement. U.S. Surgical expects that
cumulative voting will apply in the election of directors
at the Annual Meeting.
In the election of directors under cumulative
voting, each shareholder is entitled to the number of
votes to which such shareholder's Circon Shares would
normally be entitled, multiplied by the number of
directors to be elected. A shareholder may then cast all
of such votes for a single candidate or may allocate them
among as many candidates as the shareholder may choose
(up to the number of directors to be elected). Directors
will be elected by a plurality of the votes cast by
shareholders at the Annual Meeting. Votes not cast at
the Annual Meeting because authority to vote for nominees
is withheld and as a result of broker non-votes will not
affect the outcome of the election of directors.
U.S. Surgical intends to vote all of its Circon
Shares, and those for which U.S. Surgical is given
proxies, FOR the election of the U.S. Surgical Nominees.
If cumulative voting is used, U.S. Surgical intends to
cumulate its votes in such a manner as to obtain the
maximum representation on the Circon Board.
If cumulative voting is used, unless otherwise
indicated by a shareholder, a vote for the U.S. Surgical
Nominees will give U.S. Surgical discretionary authority
to cumulate all votes to which the shareholder is
entitled and to allocate them in favor of either or both
of the U.S. Surgical Nominees as U.S. Surgical may
determine. The effect of cumulation and voting in
accordance with that discretionary authority may be to
offset the effect of a shareholder's having withheld
authority to vote for one of the U.S. Surgical Nominees
because proxyholders will be able to allocate votes of
shareholders who have not withheld authority to vote in
any manner they determine among such nominees. If a
shareholder desires specifically to allocate votes among
the U.S. Surgical Nominees, the shareholder should so
specify on the BLUE Annual Meeting proxy card.
With respect to voting upon the Maximize Value
Resolution, each Circon Share entitles the holder thereof
to one vote. Adoption of the Maximize Value Resolution
requires the affirmative vote of a majority of the Circon
Shares represented and entitled to vote at the Annual
Meeting. Accordingly, assuming a quorum is present at
the Annual Meeting, abstentions will count as votes cast
against the Maximize Value Resolution and broker non-
votes will have no effect on the outcome of the vote.
PROPOSAL ONE - ELECTION OF CLASS I DIRECTORS
According to publicly available information, Circon
currently has six Directors, divided into three classes
having staggered terms of three years each. The terms of
the two incumbent Class I Directors, Richard A. Auhll and
Paul W. Hartloff, Jr., will expire at the Annual Meeting.
U.S. Surgical proposes that the Circon shareholders
elect the U.S. Surgical Nominees as the Class I Directors
of Circon at the Annual Meeting. The two U.S. Surgical
Nominees are listed below and have furnished the
following information concerning their principal
occupations or employment and certain other matters.
Each U.S. Surgical Nominee, if elected, would hold office
until the 2000 Annual Meeting of Shareholders and until a
successor has been elected and qualified or until his
earlier death, resignation or removal. Although U.S.
Surgical has no reason to believe that either of the U.S.
Surgical Nominees will be unable to serve as directors,
if any one or more of the U.S. Surgical Nominees is
unable to serve or is otherwise unavailable for election
as a director, the persons named on the BLUE Annual
Meeting proxy card have agreed to vote for the election
of such other substitute nominees as may be proposed by
U.S. Surgical. U.S. Surgical is soliciting proxies for
the election of the two U.S. Surgical Nominees in
opposition to the two Circon nominees.
U.S. SURGICAL STRONGLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE ELECTION OF THE U.S. SURGICAL NOMINEES ON
THE ENCLOSED BLUE PROXY CARD.
U.S. SURGICAL NOMINEES FOR CLASS I DIRECTORS:
The information below is provided with respect to
the two U.S. Surgical nominees for directors of Circon.
Principal Occupation and
Name, Principal Business Business Experience During
Address and Age Last Five Years; Current
Directorships
Charles M. Elson (37) Professor of Law at
Stetson University Stetson University College
College of Law of Law since 1990. Of
1401 61st Street South Counsel to the law firm of
St. Petersburg FL 33707 Holland & Knight since May
1995. Mr. Elson is a
director of Sunbeam
Corporation.
Victor H. Krulak (84) President of Words
3045 Rosencrans Limited, an editorial and
San Diego, CA 92110 feature syndicate,
since 1988.
Each of the U.S. Surgical nominees is a United
States citizen. As of the date of this Proxy Statement,
Mr. Krulak beneficially owns 6,963 Circon Shares and Mr.
Elson beneficially owns 6,963 Circon Shares.
The accompanying BLUE Annual Meeting proxy card will
be voted at the Annual Meeting in accordance with your
instructions on such card. You may vote FOR the election
of the U.S. Surgical Nominees as the Class I Directors of
Circon or withhold authority to vote for the election of
the U.S. Surgical Nominees by marking the proper box on
the BLUE Annual Meeting proxy card. You may also
withhold your vote from any of the U.S. Surgical Nominees
by writing the name of such nominee in the space provided
on the BLUE Annual Meeting proxy card. If no marking is
made, you will be deemed to have given a direction to
vote the Share represented by the BLUE Annual Meeting
proxy card FOR the election of all of the U.S. Surgical
Nominees provided that you have signed and dated the
proxy card.
U.S. Surgical believes that it is in your best
interest to elect the U.S. Surgical Nominees at the
Annual Meeting. Both U.S. Surgical Nominees are
committed to giving each Circon shareholder the
opportunity to receive not less than $[ ] per Circon
Share for all of their Shares.
Each of the U.S. Surgical Nominees has been paid a
fee of $100,000, payable in 6,963 Circon Shares, by U.S.
Surgical for agreeing to stand for election as a director
of Circon. In addition, it is anticipated that each U.S.
Surgical Nominee, upon election, will receive director's
fees, consistent with Circon's past practice, for
services as a director of Circon. According to Circon's
1996 Proxy Statement, outside directors of Circon
received an annual retainer of $2,500 for service on the
Circon Board, including service on any Board committees.
In addition, such directors also received a fee of $500
for each Board and committee meeting attended and
reimbursement of expenses incurred in connection with
attendance at Board and committee meetings. U.S.
Surgical Corp. has agreed to indemnify each U.S. Surgical
Nominee, to the extent permitted by applicable law, from
and against any and all expenses, liabilities or losses
of any kind arising out of any threatened or filed claim,
action, suit, or proceeding asserted against or incurred
by the U.S. Surgical Nominee in his capacity as a nominee
for election as a director of Circon. In addition,
following their election to the Circon Board, if Circon
does not provide the U.S. Surgical Nominees with the same
indemnification agreements provided to the current
directors of Circon, U.S. Surgical Corp. has agreed to
enter into agreements, providing the same level of
indemnification. U.S. Surgical Corp. has also agreed to
reimburse each U.S. Surgical Nominee for his reasonable
out-of-pocket expenses, including reasonable fees and
expenses of counsel.
PROPOSAL TWO - THE MAXIMIZE VALUE RESOLUTION
At the Annual Meeting, U.S. Surgical intends to
present the following Maximize Value Resolution for
adoption by Circon shareholders:
"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."
U.S. SURGICAL STRONGLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE MAXIMIZE VALUE RESOLUTION.
The purpose of the Maximize Value Resolution, is to
give all Circon shareholders the opportunity to send a
message to the Circon Board that they support the prompt
sale of Circon to the highest bidder. Even if it is
approved by a majority of the Circon Shares represented
and entitled to vote at the Annual Meeting, the Maximize
Value Resolution will not be binding on the Circon Board.
U.S. Surgical believes however, that if the Maximize
Value Resolution receives substantial support from Circon
shareholders, the Circon Board may choose to carry out
the request set forth in the Maximize Value Resolution.
If elected, the U.S. Surgical Nominees will, subject
to their fiduciary duties, seek to convince other members
of the Circon Board to vote with them to arrange for a
prompt sale of Circon to the highest bidder. If the
requisite Board vote for a sale of Circon is received,
the U.S. Surgical Nominees would support an auction of
Circon on a prompt basis by any appropriate process the
Circon Board chooses to adopt. While the U.S. Surgical
Nominees, as a minority of the Circon Board, could not
alone determine what process should be followed, it would
be customary for such an auction to involve the provision
of nonpublic information concerning Circon to bidders.
The U.S. Surgical Nominees support the prompt sale
of Circon to the highest bidder, whether in cash or some
other form of consideration. The U.S. Surgical Nominees
would expect that bids would be evaluated based on, among
other things, the value of the consideration offered, the
ability of the bidder to finance the bid, the quality of
any non-cash consideration offered (including the
financial condition of any bidder offering non-cash
consideration), and the timing and likelihood of
consummation of the proposed transaction in light of any
required financing or regulatory approvals.
If no viable bids in excess of the price to be
offered by U.S. Surgical pursuant to the Offer are
received, the U.S. Surgical Nominees would also seek to
convince other members of the Circon Board to vote with
them to take all steps, including redemption of the
Rights, necessary to permit the Offer and the Proposed
Merger to proceed as promptly as practicable.
U.S. Surgical believes that approval of the Maximize
Value Resolution, together with the election of the two
U.S. Surgical Nominees, would send a strong message to
the Circon Board that Circon stockholders want to
maximize the value of their investment in the Company on
an expeditious timetable, and would make it more likely
that such an outcome will result. U.S. Surgical further
believes that if the Maximize Value Resolution is
adopted, the Circon Board and Circon's management will
interpret such adoption as a message from the Company's
stockholders that it is no longer acceptable for the
Circon Board to continue with its current management
business plans and strategies.
The accompanying BLUE Annual Meeting proxy card will
be voted in accordance with your instructions at the
Annual Meeting. You may vote FOR the Maximize Value
Resolution or vote against, or abstain from voting on,
the Maximize Value Resolution by marking the proper box
on the BLUE proxy card for the Annual Meeting. If no
marking is made, you will be deemed to have given a
direction to vote the Circon Shares represented by the
BLUE proxy card FOR the Maximize Value Resolution.
OTHER MATTERS TO BE CONSIDERED
AT THE ANNUAL MEETING
U.S. Surgical is not presently aware of any matters
to be presented for a vote of shareholders at the Annual
Meeting other than the election of directors and the
Maximize Value Resolution. If any other matter properly
comes before the Annual Meeting, the persons named as
proxies on the enclosed BLUE Proxy Card will have
discretionary authority to vote all shares covered by
such proxies in accordance with their best judgment with
respect to such matter, unless they are directed by a
proxy to do otherwise.
PROXY PROCEDURES
The Circon shares represented by each BLUE Proxy
Card which is properly executed and returned will be
voted at the Annual Meeting in accordance with the
instructions marked thereon. Executed but unmarked BLUE
Proxy Cards will be voted FOR the election of the two
U.S. Surgical Nominees as directors and FOR the adoption
of the Maximize Value Resolution.
With the exception of the election of directors and
consideration of the Maximize Value Resolution. U.S.
Surgical is not aware at the present time of any other
matter which is scheduled to be voted upon by
shareholders at the Annual Meeting.
In order for your views on the above-described
proposals to be represented at the Annual Meeting, please
mark, sign and date the enclosed BLUE Annual Meeting
proxy card and return it to U.S. SURGICAL, c/o Kissel-
Blake Inc. in the enclosed envelope in time to be voted
at the Annual Meeting. Execution of the BLUE proxy card
will not affect your right to attend the Annual Meeting
and to vote in person. Any proxy (including a proxy
given to Circon) may be revoked at any time before it is
voted by (a) submitting a duly executed new proxy bearing
a later date, (b) attending and voting in person at the
particular meeting or (c) at any time before a previously
executed proxy is voted, giving written notice of
revocation to either (i) U.S. Surgical, c/o Kissel-Blake,
Inc., 110 Wall Street, New York, New York 10005, or (ii)
Circon, 6500 Hollister Avenue, Santa Barbara, California
93117. U.S. Surgical requests that a copy of any
revocation sent to Circon also be sent to U.S. Surgical,
c/o Kissel-Blake, Inc. at the above address. Merely
attending the Annual Meeting will not revoke any previous
proxy which has been duly executed by you. The BLUE
proxy card furnished to you by U.S. Surgical, if properly
executed and delivered, will revoke all prior proxies.
Only your latest dated proxy for the Annual Meeting will
count.
Only holders of record as of the close of business
on the Record Date will be entitled to vote. If you are
a shareholder of record on the Record Date, you will
retain your voting rights for the Annual Meeting even if
you sell such Circon Shares after the Record Date.
Accordingly, it is important that you vote the Circon
Shares held by you on the Record Date, or grant a proxy
to vote such Shares on BLUE Annual Meeting proxy card,
even if you sell such Shares after the Record Date.
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.
U.S. SURGICAL URGES YOU TO MARK, SIGN, DATE AND
RETURN THE BLUE PROXY CARD IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING WITHIN THE UNITED STATES.
PRINCIPAL SHAREHOLDER
The following table sets forth, as of the date of
this Proxy Statement, the number and percent of
outstanding Circon Shares beneficially owned by U.S.
Surgical:
Number of Percentage of
Shares Shares
Name and Address Beneficially Beneficially
of Shareholder Owned Owned
U.S. Surgical . . . . . . . 1,959,348 14.8%
The Circon Proxy Statement is required to set forth
information as to the number and percentage of
outstanding shares beneficially owned by (i) each person
known by Circon to own more than 5% of the outstanding
Shares, (ii) each director of Circon, (iii) each of the
five most highly paid executive officers of Circon, and
(iv) all executive officers and directors of Circon as a
group, and reference is made thereto for such
information. See "Other Information" below.
BACKGROUND OF THE SOLICITATION - THE INITIAL OFFER
On August 2, 1996, U.S. Surgical commenced a tender
offer (the "Initial Offer") for all outstanding Circon
Shares at $18 in cash per Circon Share together with the
associated preferred share purchase rights (the "Rights")
issued pursuant to the Preferred Shares Rights Agreement
(the "Rights Agreement") dated as of August 14, 1996,
between Circon and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent. On December 18, 1996, U.S.
Surgical amended its Initial Offer by decreasing the
price offered to $17 in cash per Circon Share. U.S.
Surgical took this action because, as it previously
disclosed, it believes that, as a result of the steps
taken by Circon's management to entrench themselves and
Circon's performance to that date, U.S. Surgical could no
longer justify the higher price. On June 16, 1997, U.S.
Surgical further amended its tender offer by decreasing
the number of Circon Shares subject to the tender offer
to up to an aggregate of 973,174 Circon Shares and
decreasing the price offered to $14.50 in cash per Share
(and associated Right). The reduced price offered
reflected both U.S. Surgical's view of Circon's results
over the previous three quarters and the fact that U.S.
Surgical would not acquire control of Circon as a result
of the offer. The number of Circon Shares which U.S.
Surgical tendered for is the approximate maximum number
of Circon Shares which U.S. Surgical could acquire
without triggering Circon's "poison pill". On July 15,
1997, U.S. Surgical accepted for payment 973,174 Circon
Shares.
TERMS AND CONDITIONS OF THE OFFER
U.S. Surgical intends to commence shortly the Offer
for all outstanding Shares at $[ ] in cash per Share.
The purpose of the Offer will be to acquire control of,
and the entire equity interest in, Circon. U.S. Surgical
currently intends, as soon as practicable following
completion of the Offer, to propose and seek to have
Circon consummate the Proposed Merger pursuant to which
each then outstanding Circon Share (other than Circon
Shares owned by U.S. Surgical or any of its subsidiaries
and Circon Shares owned by shareholders who perfect any
available dissenters' rights they may have under Delaware
law) would be converted into the right to receive cash in
the same amount as received per Circon Share in the
Offer, and Circon would become a wholly owned subsidiary
of U.S. Surgical.
The Offer will be conditioned, among other things,
upon the following:
(1) The Minimum Condition. There must be validly
tendered and not withdrawn prior to the Expiration Date
that number of Circon Shares which, when added to the
shares beneficially owned by U.S. Surgical and its
affiliates, would represent 67% of the Circon Shares
outstanding on a fully diluted basis on the date of
purchase.
(2) The Business Combination Condition. Under the
Business Combination Condition, U.S. Surgical must be
satisfied, in its sole discretion, that after
consummation of the Offer, the restrictions contained in
Section 203 of the Delaware General Corporation Law
("Section 203") will not apply to the Proposed Merger.
Subject to certain exceptions, Section 203 generally
provides that if either U.S. Surgical Corp. or USSA
acquires beneficial ownership of 15% or more of the
outstanding Shares (thereby becoming an "Interested
Stockholder"), neither U.S. Surgical Corp. nor USSA,
respectively, could engage in a business combination
(defined to include a variety of transactions, including
mergers such as the Proposed Merger) with Circon or any
affiliate of Circon for three years after U.S. Surgical
Corp. or USSA, respectively, became an Interested
Stockholder. The three-year prohibition would not apply
to the Proposed Merger if, among other things, the Circon
Board adopts a resolution approving the Proposed Merger
or exempting such merger from Section 203, provided that
such resolution is adopted prior to the date that U.S.
Surgical Corp. or USSA becomes an Interested Stockholder.
U.S. Surgical Corp. believes that the solicitation
and receipt of revocable proxies (including the
solicitation and receipt of proxies contemplated hereby)
will not constitute U.S. Surgical Corp. or USSA an
"Interested Stockholder" of Circon under Section 203.
(3) The Rights Condition. Under the Rights
Condition, the Rights must have been redeemed by the
Circon Board or U.S. Surgical Corp. must be satisfied, in
its sole discretion, that the Rights are unenforceable or
otherwise inapplicable to the Offer and the Proposed
Merger.
The Offer is also subject to other terms and
conditions which will be described in the Offer to
Purchase and the related Letter of Transmittal, copies of
which will be available from Kissel-Blake at the address
and telephone number set forth on the back cover of this
Proxy Statement. U.S. Surgical urges you to obtain a
copy of the Offer to Purchase, the Letter of Transmittal
and other Offer documents.
IF ELECTED, THE U.S. SURGICAL NOMINEES WILL, SUBJECT
TO THEIR FIDUCIARY DUTIES, SEEK TO CAUSE THE FULL CIRCON
BOARD TO CONSUMMATE A SALE OF CIRCON AND, IF NO VIABLE
BIDS IN EXCESS OF $[ ] PER CIRCON SHARE ARE RECEIVED,
TO TAKE ALL STEPS NECESSARY TO PERMIT THE OFFER AND THE
PROPOSED MERGER TO PROCEED AS PROMPTLY AS PRACTICABLE.
CERTAIN LITIGATION
On September 17, 1996, U.S. Surgical Corp. commenced
a lawsuit by filing a complaint in the Court of Chancery
in the State of Delaware against Circon seeking, among
other things, an order enjoining the operation of the
Rights and declaring that the Rights are inapplicable or
unenforceable as applied to the Initial Offer and the
Proposed Merger. In addition, the complaint seeks an
order terminating three lucrative employee "incentive"
compensation plans adopted by Circon in connection with
the Initial Offer.
On September 18, 1996, U.S. Surgical Corp. filed
suit in the Court of Chancery in the State of Delaware
against Circon seeking to compel Circon to provide U.S.
Surgical Corp. with full information necessary to enable
U.S. Surgical Corp. to communicate directly with the
Company's shareholders. Circon has agreed to provide
such information, accordingly, this suit is in suspense.
SOLICITATION OF PROXIES
Proxies may be solicited by mail, advertisement,
telephone, telecopier, in person or by other means. The
proxies solicited hereby are solicited by U.S. Surgical.
In addition to U.S. Surgical, the two U.S. Surgical
nominees, Mr. Elson and Mr. Krulak may be deemed
"participants" in this solicitation, as that term is
defined in Schedule 14A under the Securities Exchange Act
of 1934, as amended. Solicitations may be made by
directors, officers, investor relations personnel and
other employees of U.S. Surgical, none of whom will
receive additional compensation for such solicitations.
U.S. Surgical will request banks, brokerage houses and
other custodians, nominees and fiduciaries to forward all
of its solicitation materials to the beneficial owners of
the Shares they hold of record. U.S. Surgical will
reimburse these record holders for customary clerical and
mailing expenses incurred by them in forwarding these
materials to their customers.
U.S. Surgical has retained the Agent for
solicitation and advisory services in connection with the
solicitation, for which the Agent is to receive a fee of
up to $_________, together with reimbursement for its
reasonable out-of-pocket expenses. U.S. Surgical has
also agreed to indemnify the Agent against certain
liabilities and expenses, including liabilities and
expenses under the federal securities laws. The Agent
will solicit proxies for the Annual Meeting from
individuals, brokers, banks, bank nominees and other
institutional holders. It is anticipated that the Agent
will employ approximately 25 persons to solicit
shareholders for the Annual Meeting. The Agent is also
acting as Information Agent in connection with the Offer,
for which the Agent will be paid customary compensation
in addition to reimbursement of reasonable out-of-pocket
expenses.
Salomon Brothers Inc ("Salomon Brothers") will act
as Dealer Manager in connection with the Offer and
serving as financial adviser to U.S. Surgical Corp. and
USSA in connection with the proposed acquisition of
Circon. To date, U.S. Surgical has paid Salomon Brothers
a fee of $750,000. In addition, U.S. Surgical Corp. has
also agreed to pay Salomon Brothers a fee of $2,500,000
(less any fees theretofore paid) contingent upon
consummation of the acquisition by merger, tender offer
or otherwise by U.S. Surgical of Circon or the purchase
by U.S. Surgical of all or substantially all of the
assets, or more than 50% of the equity securities, of
Circon (collectively, an "Acquisition Transaction"). If
no Acquisition Transaction is consummated, U.S. Surgical
has agreed to pay Salomon Brothers a fee (in addition to
the initial $750,000) equal to 11.1% of the sum of the
aggregate profit received by U.S. Surgical from sales of
Shares owned by U.S. Surgical plus any "break-up,"
termination, expense reimbursement or similar fees or
payments received by U.S. Surgical, but in no event in
excess of an additional $1 million. In addition, U.S.
Surgical Corp. has agreed to reimburse Salomon Brothers
for its reasonable out-of-pocket expenses, including,
without limitation, reasonable fees and disbursements of
its counsel, incurred in connection with the Initial
Offer, the Offer and the Proposed Merger or otherwise
arising out of Salomon Brothers engagement, and has also
agreed to indemnify Salomon Brothers (and certain
affiliated persons) against certain liabilities and
expenses, including, without limitation, certain
liabilities under the federal securities laws. Salomon
Brothers also acted as U.S. Surgical's agent for the
acquisition in the open market of Shares prior to the
commencement of the Offer, for which it received
customary fees, and has rendered, and may from time to
time in the future render, various investment banking
services to U.S. Surgical and its affiliates, for which
it has received and is expected to receive customary
fees. In connection with Salomon Brothers' engagement as
financial advisor, U.S. Surgical anticipates that
employees of Salomon Brothers may communicate in person,
by telephone or otherwise with a limited number of
institutions, brokers or other persons who are Circon
shareholders for the purpose of assisting in the
solicitation of proxies for the Annual Meeting. Salomon
Brothers will not receive any additional fee for or in
connection with such activities apart from the fees which
it is otherwise entitled to receive as described above.
The entire expense of soliciting proxies for the
Annual Meeting is being borne by U.S. Surgical. U.S.
Surgical will not seek reimbursement for such expenses
from Circon. Costs incidental to these solicitations of
proxies include expenditures for printing, postage,
legal, accounting, public relations, soliciting,
advertising and related expenses and are estimated to be
approximately $_________ in addition to the fees of
Salomon Brothers described above. Total costs incurred
to date in furtherance of or in connection with these
solicitations of proxies are approximately $________.
OTHER INFORMATION
U.S. Surgical Corp. is primarily engaged in
developing, manufacturing and marketing a proprietary
line of technologically advanced surgical wound
management products to hospitals throughout the world.
U.S. Surgical Corp. currently operates domestically and
internationally through subsidiaries, divisions and
distributors. USSA is a recently formed, wholly owned
subsidiary of U.S. Surgical which to date has not
conducted any business other than in connection with the
Initial Offer and the Proposed Merger. The principal
executive offices of each of U.S. Surgical Corp. and USSA
are located at 150 Glover Avenue, Norwalk, Connecticut
06856.
Certain information about the Directors and
executive officers of U.S. Surgical Corp. and certain
employees and other representatives of U.S. Surgical
Corp. and USSA who may also assist the Agent in
soliciting proxies is set forth in the attached Schedule
I. Schedule II sets forth certain information relating
to Circon Shares acquired by U.S. Surgical. U.S.
Surgical has not disposed of any Circon Shares in the
past two years, except for an aggregate of 13,926 Shares
transferred to the U.S. Surgical Nominees as described
herein.Except for the Circon Shares purchased in the
Initial Offer, all such Circon Shares were acquired in
open market purchases. Certain information regarding the
Shares, the beneficial ownership of Shares held by Circon
directors, nominees, management and 5% shareholders,
other information concerning Circon's management, the
procedures for submitting proposals for consideration at
the next Annual Meeting of Shareholders of Circon and
certain other matters regarding Circon and the Annual
Meeting is or will be contained in the Circon Proxy
Statement and is incorporated herein by reference.
Circon has provided its stockholders with its Annual
Report to Stockholders for the year ended December 31,
1996, which contains certain information as to Circon's
financial condition and other matters.
U.S. Surgical assumes no responsibility for the
accuracy or completeness of any information contained
herein which is based on, or incorporated by reference
to, the Circon Proxy Statement or the Annual Report.
PLEASE INDICATE YOUR SUPPORT OF THE U.S. SURGICAL
NOMINEES AND THE MAXIMIZE VALUE RESOLUTION BY COMPLETING,
SIGNING AND DATING THE ENCLOSED BLUE ANNUAL MEETING PROXY
CARD AND RETURNING IT PROMPTLY TO U.S. SURGICAL, C/O
KISSEL-BLAKE INC., 100 WALL STREET, NEW YORK, NEW YORK
10005 IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY
IF THE ENVELOPE IS MAILED IN THE UNITED STATES.
UNITED STATES SURGICAL CORPORATION
USS ACQUISITION CORP.
NORWALK, CONNECTICUT
__________, 1997
SCHEDULE I
INFORMATION CONCERNING THE DIRECTORS
AND EXECUTIVE OFFICERS, AND CERTAIN EMPLOYEES
AND OTHER REPRESENTATIVES OF,
U.S. SURGICAL
The business address of each person listed below is 150
Glover Avenue, Norwalk, Connecticut 06856.
Principal Occupation or
Employment, 5-year
Name Employment History
Thomas R. Bremer Senior Vice
President and
General Counsel
of U.S. Surgical
Corp. since
January 1994 of
Parent; Vice
President and
General Counsel
since 1989.
Leon C. Hirsch Chairman of the Board
and Chief Executive
Officer of U.S.
Surgical Corp. since
July 1996; prior
thereto, Chairman of
the Board, President
and Chief Executive
Officer of U.S.
Surgical Corp. since
1987.
Pamela Komenda Corporate Secretary of
U.S. Surgical Corp.
since 1989.
Marianne Scipione Vice President
Corporate
Communications of
U.S. Surgical
since 1989.
Scott Spitzer Senior Director
and Senior
Counsel of U.S.
Surgical Corp.
since 1991.
SCHEDULE II
ACQUISITIONS OF CIRCON SHARES DURING THE PAST TWO YEARS
BY U.S. SURGICAL
Transaction Date Shares Acquired Price Per Share
7-2-96 5,000 $12.50
7-8-96 75,000 12.88
7-8-96 15,000 12.38
7-8-96 25,000 12.25
7-8-96 55,000 12.38
7-8-96 45,000 12.44
7-9-96 50,000 12.13
7-10-96 35,000 12.00
7-11-96 75,000 11.75
7-12-96 10,000 10.38
7-12-96 10,000 10.63
7-12-96 5,000 11.00
7-12-96 20,000 11.25
7-12-96 20,000 11.38
7-15-96 15,000 10.00
7-15-96 100,000 10.13
7-15-96 30,000 10.88
7-15-96 5,000 10.00
7-15-96 5,000 10.13
7-23-96 5,000 8.88
7-23-96 20,000 9.00
7-23-96 30,000 9.13
7-23-96 60,000 9.25
7-24-96 10,000 8.88
7-24-96 10,000 9.00
7-25-96 5,000 9.00
7-25-96 5,000 9.88
7-25-96 10,000 10.13
7-25-96 25,000 10.25
7-25-96 10,000 10.38
7-25-96 35,000 10.44
7-26-96 25,000 10.50
7-26-96 35,000 10.25
7-26-96 45,000 10.38
7-30-96 55,000 9.75
7-31-96 5,000 9.75
8-1-96 5,000 11.63
8-1-96 5,100 12.00
7-15-97 973,194 14.50
IMPORTANT
Your vote is important. No matter how many or how
few Circon Shares you own, please give U.S. Surgical
your proxy FOR the election of the U.S. Surgical
Nominees and FOR the Maximize Value Resolutions by:
MARKING the enclosed BLUE Annual Meeting proxy card,
SIGNING the enclosed BLUE Annual Meeting proxy card,
DATING the enclosed BLUE Annual Meeting proxy card and
MAILING the enclosed BLUE Annual Meeting proxy
card TODAY in the envelope provided (no postage is required).
If you have already submitted a proxy to Circon
for the Annual Meeting, you may change your vote to a
vote FOR the election of the election of the U.S.
Surgical Nominees and FOR the Maximize Value Resolution
by marking, signing, dating and returning the enclosed
BLUE proxy card for the Annual Meeting, which must be
dated after any proxy you may have submitted to Circon.
Only your latest dated proxy for the Annual Meeting
will count at such meeting.
If you have any questions or require any
additional information concerning this Proxy Statement
or the proposal by U.S. Surgical to acquire Circon,
please contact Kissel-Blake Inc. at the address set
forth below. If any of your shares are held in the
name of a brokerage firm, bank, bank nominee or other
institution, only it can vote such Shares and only upon
receipt of your specific instructions. Accordingly,
please contact the person responsible for your account
and instruct that person to execute the BLUE Annual
Meeting proxy card.
If you have questions or need assistance in voting your
shares please contact:
KISSEL-BLAKE INC.
110 Wall Street
New York, New York 10005
Call Toll-Free (800) 554-7733
Brokers and Banks, please call (212) 344-6733
[Form of Proxy]
PROXY SOLICITED BY UNITED STATES SURGICAL CORPORATION ("U.S. SURGICAL CORP.")
AND USS ACQUISITION CORP. (TOGETHER WITH U.S. SURGICAL CORP., "U.S SURGICAL")
IN OPPOSITION TO THE BOARD OF DIRECTORS OF CIRCON CORPORATION
The undersigned hereby appoints LEON C. HIRSCH and THOMAS R. BREMER and
each of them, the proxy or proxies of the undersigned, with full power of
substitution to vote all shares of Common Stock, par value $.01 per share,
of CIRCON CORPORATION (the "Company") which the undersigned would be
entitled to vote if personally present at the 1997 Annual Meeting of
Stockholders of the Company and at any and all adjournments, postponements,
reschedulings or continuations thereof (the "Meeting").
U.S. SURGICAL RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2 BELOW.
1. ELECTION OF DIRECTORS (check one box only)
FOR BOTH NOMINEES ( ) WITHHOLD AUTHORITY ( )
LISTED BELOW TO VOTE FOR BOTH NOMINEES
LISTED BELOW:
CHARLES M. ELSON VICTOR H. KRULAK
(TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, CHECK THE "FOR"
BOX ABOVE AND WRITE THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW).
2. U.S. SURGICAL'S MAXIMIZE VALUE RESOLUTION AS MORE FULLY DESCRIBED
IN U.S. SURGICAL'S PROXY STATEMENT DATED [ ], 1997.
FOR( ) AGAINST( ) ABSTAIN( )
THE PROXIES ARE HEREBY AUTHORIZED TO VOTE IN THEIR DISCRETION UPON ALL
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENTS, POSTPONEMENTS, RESCHEDULINGS OR CONTINUATIONS THEREOF.
(Over)
This proxy will be voted as directed, but if no direction is indicated, it
will be voted FOR the election of the nominees listed in Proposal 1, FOR
the adoption of the resolution described in Proposal 2 and, in the
discretion of the proxies, on such other matters as any properly come
before the Meeting or any adjournments, postponements, reschedulings or
continuations thereof. There is cumulative voting in the election of
directors, and unless otherwise indicated by the stockholder, a vote for
the nominees listed in Proposal 1 will give the proxies discretionary
authority to cumulate all votes to which the undersigned is entitled and to
allocated such votes in favor of one or both of such nominees, as the
proxies may determined.
U.S. SURGICAL RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES NAMED IN
PROPOSAL 1 AND FOR THE RESOLUTION DESCRIBED IN PROPOSAL 2.
The undersigned hereby acknowledges receipt of the Proxy Statement of U.S.
Surgical dated [ , 1997].
DATED: , 1997
_________________________________________
Signature
_________________________________________
Signature, if held jointly
_________________________________________
Title or Authority
Please sign exactly as your name appears
on this proxy. Joint owners should each
sign personally. If signing as
attorney, executor, administrator,
trustee or guardian, please include your
full title. Corporate proxies should be
signed by an authorized officer.
PLEASE SIGN, DATE AND RETURN THIS CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
