<PAGE>
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 11
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934
AND
SCHEDULE 13D
AMENDMENT NO. 11
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CIRCON CORPORATION
--------------------------------------------------
NAME OF SUBJECT COMPANY
USS ACQUISITION CORP.
UNITED STATES SURGICAL CORPORATION
--------------------------------------------------
(BIDDERS)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
--------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
172736 10 0
--------------------------------------------------
(CUSIP NUMBER OF CLASS OF SECURITIES)
THOMAS R. BREMER
USS ACQUISITION CORP.
C/O UNITED STATES SURGICAL CORPORATION
150 GLOVER AVENUE
NORWALK, CONNECTICUT 06856
TELEPHONE: (203) 845-1000
--------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF BIDDERS)
WITH A COPY TO:
PAUL T. SCHNELL, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 735-3000
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<PAGE>
United States Surgical Corporation, a Delaware corporation ("Parent"), and
USS Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly
owned subsidiary of Parent, hereby further amend and supplement their
Statement on Schedule 14D-1 ("Schedule 14D-1"), filed with the Securities and
Exchange Commission (the "Commission") on August 2, 1996, as amended by
Amendment No. 1 dated August 16, 1996, Amendment No. 2 dated August 20, 1996,
Amendment No. 3 dated August 20, 1996, Amendment No. 4 dated August 30, 1996,
Amendment No. 5 dated September 17, 1996, Amendment No. 6 dated September 18,
1996, Amendment No. 7 dated October 1, 1996, Amendment No. 8 dated December
16, 1996, Amendment No. 9 dated December 18, 1996, and Amendment No. 10 dated
February 14, 1997, with respect to the Purchaser's offer to purchase up to
973,174 shares of Common Stock, par value $0.01 per share (the "Shares"), of
Circon Corporation, a Delaware corporation (the "Company"), together with any
associated preferred stock purchase rights (the "Rights"), at a price of
$14.50 per Share (and associated Right), net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated August 2, 1996 (the "Offer to Purchase"), as
amended and supplemented by the First Supplement thereto, dated December 18,
1996 (the "First Supplement") and the Second Supplement thereto, dated June
16, 1997 (the "Second Supplement"), and the revised Letter of Transmittal
(which, as amended from time to time, together constitute the "Offer"). This
Amendment No. 11 to Schedule 14D-1 also constitutes Amendment No. 11 to the
Statement on Schedule 13D of the Purchaser and Parent. The item numbers and
responses thereto below are in accordance with the requirements of Schedule
14D-1.
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in Schedule 14D-1
or in the Offer to Purchase and Supplement referred to therein.
ITEM 1. SECURITY AND SUBJECT COMPANY.
The information set forth in Items 1(b) and (c) of the Schedule 14D-1 is
hereby amended and supplemented by the following:
(b) The information set forth in the Introduction and Section 1 ("Terms of
the Offer; Proration; Expiration Date") of the Second Supplement is
incorporated herein by reference.
(c) The information set forth in Section 3 ("Price Range of Shares;
Dividends") of the Second Supplement is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
The information set forth in Item 3(b) of the Schedule 14D-1 is hereby
amended and supplemented by the following:
The information set forth in the Introduction and Section 7 ("Background of
the Offer since December 18, 1996") of the Second Supplement is incorporated
herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Items 4(a) and (b) of the Schedule 14D-1 is
hereby amended and supplemented by the following:
The information set forth in Section 6 ("Source and Amount of Funds") of the
Second Supplement is incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS.
The information set forth in Item 5(a)-(g) of the Schedule 14D-1 is hereby
amended and supplemented by the following:
The information set forth in the Introduction and Section 8 ("Purpose of the
Offer; Plans for the Company") of the Second Supplement is incorporated herein
by reference.
2
<PAGE>
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in Item 7 of the Schedule 14D-1 is hereby amended
and supplemented by the following:
The information set forth in the Introduction and Section 7 ("Background of
the Offer since December 18, 1996") of the Second Supplement is incorporated
herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(f) of the Schedule 14D-1 is hereby
amended and supplemented by the following:
(f) The information set forth in the Second Supplement and the revised
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(25)
and (a)(26), respectively, is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(25) Second Supplement to the Offer to Purchase, dated June 16, 1997.
(a)(26) Revised Letter of Transmittal.
(a)(27) Revised Notice of Guaranteed Delivery.
(a)(28) Revised Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees.
(a)(29) Revised Letter to Clients.
3
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: June 16, 1997
USS ACQUISITION CORP.
/s/ Thomas R. Bremer
By:__________________________________
Name: Thomas R. Bremer
Title: President
UNITED STATES SURGICAL CORPORATION
/s/ Thomas R. Bremer
By:__________________________________
Name: Thomas R. Bremer
Title: Senior Vice President and
General Counsel
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT NAME
------- ------------
<C> <S>
(a)(25) Second Supplement to the Offer to Purchase, dated June 16, 1997.
(a)(26) Revised Letter of Transmittal.
(a)(27) Revised Notice of Guaranteed Delivery.
(a)(28) Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(29) Revised Letter to Clients.
</TABLE>
5
<PAGE>
EXHIBIT 99.(A)(25)
SECOND SUPPLEMENT TO THE OFFER TO PURCHASE DATED AUGUST 2, 1996
USS ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY OF
UNITED STATES SURGICAL CORPORATION
HAS AMENDED ITS OFFER AND IS NOW OFFERING TO PURCHASE
UP TO AN AGGREGATE OF 973,174 SHARES
OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
CIRCON CORPORATION
AT
$14.50 NET PER SHARE
THE OFFER, WITHDRAWAL RIGHTS AND THE PRORATION PERIOD WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JULY 14, 1997, UNLESS THE OFFER IS
EXTENDED.
THE OFFER, AS AMENDED, IS NO LONGER SUBJECT TO THE MINIMUM CONDITION, THE
BUSINESS COMBINATION CONDITION OR THE RIGHTS CONDITION (EACH AS DEFINED IN THE
FIRST SUPPLEMENT). SEE SECTION 9.
ALL SHARES PREVIOUSLY TENDERED ARE BEING RETURNED TO THE TENDERING
SHAREHOLDERS. ACCORDINGLY, ANY SHAREHOLDER DESIRING TO TENDER ALL OR ANY
PORTION OF SUCH SHAREHOLDER'S SHARES AND ASSOCIATED PREFERRED SHARE PURCHASE
RIGHTS MUST TENDER OR RETENDER SUCH SHAREHOLDER'S SHARES AND ASSOCIATED
PREFERRED SHARE PURCHASE RIGHTS FOLLOWING THE PROCEDURES SET FORTH HEREIN. SEE
SECTION 2.
----------------
The Dealer Manager for the Offer is:
SALOMON BROTHERS INC
----------------
June 16, 1997
<PAGE>
IMPORTANT
PURCHASER (AS DEFINED HEREIN) IS CURRENTLY REVIEWING ITS OPTIONS WITH
RESPECT TO THE OFFER AND MAY CONSIDER, AMONG OTHER THINGS, CHANGES TO THE
MATERIAL TERMS OF THE OFFER. IN ADDITION, PARENT (AS DEFINED HEREIN) MAY MAKE
A SECOND OFFER AT A $16.50 PRICE PER SHARE FOLLOWING THE PURCHASE OF SHARES
(AS DEFINED HEREIN) PURSUANT TO THE OFFER (SEE INTRODUCTION AND SECTION 8
BELOW). PARENT AND PURCHASER INTEND TO SEEK TO NEGOTIATE WITH THE COMPANY (AS
DEFINED HEREIN) WITH RESPECT TO THE ACQUISITION OF THE COMPANY BY PARENT OR
PURCHASER. PARENT AND PURCHASER ARE ALSO CONSIDERING A PROXY CONTEST TO ELECT
UP TO TWO DIRECTORS TO THE COMPANY'S BOARD AT THE COMPANY'S NEXT ANNUAL
MEETING OF SHAREHOLDERS, BUT HAVE MADE NO DECISION IN THIS REGARD. THE COMPANY
HAS NOT PUBLICLY ANNOUNCED THE DATE OF ITS 1997 ANNUAL MEETING OF
SHAREHOLDERS.
ALL SHARES PREVIOUSLY TENDERED ARE BEING RETURNED TO THE TENDERING
SHAREHOLDERS. Accordingly, any shareholder desiring to tender or retender all
or any portion of such shareholder's Shares (and, if applicable, Rights) must
either (i) complete and sign the revised Letter of Transmittal delivered
herewith (or any facsimiles of such Letter of Transmittal) in accordance with
the instructions in such revised Letter of Transmittal, have such
shareholder's signature thereon guaranteed if required by Instruction 1 to
such Letter of Transmittal, mail or deliver such Letter of Transmittal (or
such facsimile thereof) and any other required documents to the Depositary and
either deliver the certificates for such Shares and, if separate, the
certificates representing the Rights (as defined herein) to the Depositary
along with such revised Letter of Transmittal (or a facsimile thereof) or
deliver such Shares (and Rights, if applicable) pursuant to the procedure for
book-entry transfer set forth in Section 2 of the Offer to Purchase (as
defined herein) prior to the expiration of the Offer or (ii) request such
shareholder's broker, dealer, commercial bank, trust company or other nominee
to effect the transaction for such shareholder. A shareholder having Shares
(and, if applicable, Rights) registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee if such shareholder
desires to tender or retender such Shares (and, if applicable, Rights).
Any shareholder who desires to tender or retender Shares (and, if
applicable, Rights) and whose certificates for such Shares (and, if
applicable, Rights) are not immediately available, or who cannot comply with
the procedures for book-entry transfer described in the Offer to Purchase on a
timely basis, may tender or retender such Shares (and, if applicable, Rights)
by following the procedures for guaranteed delivery set forth in Section 2 of
the Offer to Purchase as supplemented by the First Supplement, this Second
Supplement and the revised Notice of Guaranteed Delivery.
Questions and requests for assistance may be directed to Salomon Brothers
Inc, the Dealer Manager, or to Kissel-Blake Inc., the Information Agent, at
their respective addresses and telephone numbers set forth on the back cover
of this Second Supplement. Additional copies of the Offer to Purchase, the
First Supplement, this Second Supplement, the revised Letter of Transmittal or
other tender offer materials may be obtained from the Information Agent or the
Dealer Manager or from brokers, dealers, commercial banks and trust companies.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INTRODUCTION............................................................... 1
THE AMENDED OFFER.......................................................... 2
Section 1. Terms of the Offer; Proration; Expiration Date................. 2
Section 2. Procedures for Tendering Shares................................ 3
Section 3. Price Range of Shares; Dividends............................... 3
Section 4. Certain Information Concerning the Company..................... 4
Section 5. Certain Information Concerning Parent and Purchaser............ 5
Section 6. Source and Amount of Funds..................................... 5
Section 7. Background of the Offer since December 18, 1996................ 6
Section 8. Purpose of the Offer; Plans for the Company.................... 9
Section 9. Conditions of the Offer........................................ 9
Section 10. Miscellaneous.................................................. 10
</TABLE>
<PAGE>
To the Holders of Shares of Common Stock of CIRCON CORPORATION:
INTRODUCTION
The following information amends and supplements the Offer to Purchase,
dated August 2, 1996 (the "Offer to Purchase"), as previously amended and
supplemented by the Supplement to the Offer to Purchase, dated December 18,
1996 (the "First Supplement"), of USS Acquisition Corp. ("Purchaser"), a
Delaware corporation and a wholly owned subsidiary of United States Surgical
Corporation, a Delaware corporation ("Parent"), pursuant to which Purchaser is
offering to purchase shares of common stock, par value $.01 per share (the
"Shares"), of Circon Corporation, a Delaware corporation (the "Company"),
together with the associated preferred share purchase rights (the "Rights")
issued pursuant to the Preferred Shares Rights Agreement, dated as of August
14, 1996, between the Company and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (the "Rights Agreement").
Pursuant to this Second Supplement to the Offer to Purchase (the "Second
Supplement"), Purchaser is now offering to purchase up to an aggregate of
973,174 Shares at a price of $14.50 per Share (and Right), net to the seller
in cash, without interest thereon (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase, as amended and
supplemented by the First Supplement and this Second Supplement, and in the
revised Letter of Transmittal (which, as amended from time to time,
collectively constitute the "Offer"). THE OFFER, AS AMENDED, IS NO LONGER
SUBJECT TO THE MINIMUM CONDITION, THE BUSINESS COMBINATION CONDITION OR THE
RIGHTS CONDITION (EACH AS DEFINED IN THE FIRST SUPPLEMENT). See Section 9. All
references herein to Rights shall be deemed to include all benefits that may
inure to shareholders of the Company or to holders of the Rights pursuant to
the Rights Agreement and, unless the context otherwise requires, all
references to Shares shall include the Rights.
THE OFFER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES FOR ANY ANNUAL OR
OTHER MEETING OF THE COMPANY'S SHAREHOLDERS. ANY SUCH SOLICITATION WHICH
PARENT OR PURCHASER MIGHT MAKE WOULD BE MADE ONLY PURSUANT TO SEPARATE PROXY
MATERIALS IN COMPLIANCE WITH THE REQUIREMENTS OF SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), AND THE
RULES AND REGULATIONS THEREUNDER.
The purpose of the Offer is for Parent, through Purchaser, to add to its
equity interest in the Company as the first step in a business combination of
Parent and the Company. Following Purchaser's acceptance for payment of Shares
and Rights in the Offer, Purchaser and Parent intend to seek to negotiate with
the Company a definitive merger agreement pursuant to which the Company would,
as soon as practicable following consummation of the Offer, consummate a
merger or similar business combination with Purchaser (the "Proposed Merger").
If such negotiations are unsuccessful, Parent intends to commence another
tender offer (the "Second Offer") to purchase all outstanding Shares not owned
by Purchaser at a price of $16.50 per Share, net to the seller in cash,
without interest thereon, and otherwise upon essentially the same terms and
subject to the same conditions set forth in the Offer to Purchase, as
previously amended and supplemented by the First Supplement, in order to
acquire control of, and the entire equity interest in, the Company. Although
it is Purchaser's current intention to commence the Second Offer if
negotiations with the Company are not successful, there can be no assurance as
to whether Purchaser will in fact commence the Second Offer, the price that
will be offered or ultimately paid in the Second Offer or as to whether the
Second Offer will be consummated. The price to be paid in the Second Offer
could be affected by, among other things, the extent, if any, to which Parent
and Purchaser are able to obtain access to the books and records of the
Company and negotiate a transaction with the Company and the Company's future
operating performance.
<PAGE>
Parent and Purchaser intend to continue to seek to negotiate with the
Company a definitive merger agreement with respect to the Proposed Merger. See
Sections 11 and 12 of the Offer to Purchase, Section 7 of the First Supplement
and Sections 7 and 8 of this Second Supplement.
This Second Supplement should be read in conjunction with the Offer to
Purchase and the First Supplement. Except as set forth in this Second
Supplement and the revised Letter of Transmittal, the terms and conditions
previously set forth in the Offer to Purchase and the First Supplement remain
applicable in all respects to the Offer. Terms used but not defined herein
have the meanings set forth in the Offer to Purchase or the First Supplement.
Based upon information contained in the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1997 (the "Company 10-Q"), as of March
31, 1997, there were 13,243,448 Shares outstanding. U.S. Surgical currently
owns 1,000,100 Shares, or approximately 7.6% of the outstanding Shares.
Following consummation of the Offer U.S. Surgical will own 1,973,274 Shares,
or 14.9% of the outstanding common stock, assuming at least 973,174 Shares are
tendered into the Offer and not withdrawn.
To the extent Purchaser determines that, as a result of the consummation of
the Offer, Purchaser would beneficially own such number of the then
outstanding Shares as would result in the occurrence of a Distribution Date
(as defined in the First Supplement) or cause the Purchaser to become an
Acquiring Person (as defined in the First Supplement), Purchaser reserves the
right, in its sole discretion, to further amend the Offer to reduce the number
of Shares sought in the Offer so that the number of Shares that Purchaser
would own upon consummation thereof would represent such number of Shares then
outstanding as would not result in the occurrence of a Distribution Date, or
cause the Purchaser to become an Acquiring Person, at such time. Any such
amendment would be made in compliance with applicable rules and regulations of
the Securities and Exchange Commission (the "Commission"). See Section 9.
THE OFFER TO PURCHASE, THE FIRST SUPPLEMENT AND THIS SECOND SUPPLEMENT AND
THE REVISED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD
BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
THE AMENDED OFFER
1. TERMS OF THE OFFER; PRORATION; EXPIRATION DATE. The discussion set forth
in Section 1 of the Offer to Purchase and Section 1 of the First Supplement is
hereby amended and supplemented as follows:
The price per Share to be paid pursuant to the Offer has been decreased from
$17.00 per Share to $14.50 per Share, net to the seller in cash and without
interest thereon. Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and conditions of
any extension or amendment), Purchaser will accept for payment and pay the
decreased price for up to an aggregate of 973,174 Shares which are validly
tendered prior to the Expiration Date (as hereinafter defined) and not
properly withdrawn. The term "Expiration Date" means 12:00 Midnight, New York
City time, on Monday, July 14, 1997, unless and until Purchaser, in its sole
discretion shall have extended the period of time during which the Offer is
open, in which event the term "Expiration Date" shall refer to the latest time
and date at which the Offer, as so extended by Purchaser, shall expire.
If more than 973,174 Shares are validly tendered prior to the Expiration
Date and not properly withdrawn, Purchaser will, upon the terms and subject to
the conditions of the Offer, accept for payment and pay for only 973,174
Shares, on a pro rata basis, with adjustments to avoid purchases
2
<PAGE>
of fractional Shares, based upon the number of Shares validly tendered prior
to the Expiration Date and not properly withdrawn. Because of the difficulty
of determining precisely the number of Shares validly tendered and not
withdrawn, if proration is required, Purchaser would not expect to be able to
announce the final results of proration or pay for Shares until at least five
Nasdaq National Market trading days after the Expiration Date. Preliminary
results of proration will be announced by press release as promptly as
practicable after the Expiration Date. Holders of Shares may obtain such
preliminary information from the Information Agent and may also be able to
obtain such preliminary information from their broker dealers, commercial
banks or trust companies.
2. PROCEDURES FOR TENDERING SHARES. The discussion set forth in Section 2 of
the Offer to Purchase and Section 2 of the First Supplement is hereby amended
and supplemented as follows:
ALL SHARE CERTIFICATES TENDERED PRIOR TO THE DATE HEREOF PURSUANT TO
PREVIOUSLY DELIVERED LETTERS OF TRANSMITTAL OR NOTICES OF GUARANTEED DELIVERY
ARE BEING RETURNED TO THE TENDERING SHAREHOLDER (OR, IN THE CASE OF SHARES
DELIVERED BY BOOK-ENTRY TRANSFER OF SUCH SHARES INTO THE DEPOSITARY'S ACCOUNT
AT A BOOK-ENTRY TRANSFER FACILITY PURSUANT TO THE PROCEDURES SET FORTH IN
SECTION 2 OF THE OFFER TO PURCHASE, SUCH SHARES ARE BEING CREDITED TO AN
ACCOUNT MAINTAINED AT THE APPROPRIATE BOOK-ENTRY TRANSFER FACILITY).
ACCORDINGLY, THE REVISED LETTER OF TRANSMITTAL AND THE REVISED NOTICE OF
GUARANTEED DELIVERY DISTRIBUTED WITH THIS SECOND SUPPLEMENT MUST BE USED TO
TENDER OR RETENDER SHARES. By tendering Shares pursuant to the revised Letter
of Transmittal or the revised Notice of Guaranteed Delivery tendering
shareholders will be deemed to represent and warrant to Parent and Purchaser
that, among other things, such tender of Shares complies with Rule 14e-4 under
the Exchange Act.
By executing a revised Letter of Transmittal, a tendering shareholder will
irrevocably appoint designees of Purchaser as such shareholder's proxies, each
with full power of substitution, to the full extent of such shareholder's
rights with respect to the Shares (including the Rights) tendered by such
shareholder and accepted for payment by Purchaser (and any and all noncash
dividends, distributions, rights, other Shares, or other securities issued or
issuable in respect of such Shares on or after June 16, 1997). All such
proxies shall be considered coupled with an interest in the tendered Shares or
Rights. This appointment will be effective if, when, and only to the extent
that, Purchaser accepts such Shares for payment pursuant to the Offer. Upon
such acceptance for payment, all prior proxies given by such shareholder with
respect to such Shares and other securities will, without further action, be
revoked, and no subsequent proxies may be given. The designees of Purchaser
will, with respect to the Shares and other securities for which the
appointment is effective, be empowered to exercise all voting and other rights
of such shareholder as they in their sole discretion may deem proper at any
annual, special, adjourned or postponed meeting of the Company's shareholders,
by written consent or otherwise. Purchaser reserves the right to require that,
in order for Shares (including Rights), Distributions (as defined in the
revised Letter of Transmittal) or other securities to be deemed validly
tendered, immediately upon Purchaser's acceptance for payment of such Shares,
Purchaser must be able to exercise full voting rights with respect to such
Shares.
ALL SHAREHOLDERS, INCLUDING SHAREHOLDERS WHO HAVE PREVIOUSLY TENDERED SHARES
PURSUANT TO THE OFFER, MUST USE THE REVISED LETTER OF TRANSMITTAL AND THE
REVISED NOTICE OF GUARANTEED DELIVERY DISTRIBUTED WITH THIS SECOND SUPPLEMENT
TO TENDER OR RETENDER SHARES (INCLUDING RIGHTS).
3. PRICE RANGE OF SHARES; DIVIDENDS. The discussion set forth in Section 6
of the Offer to Purchase and Section 3 of the First Supplement is hereby
amended and supplemented as follows:
As reported on the Dow Jones Historical Stock Quote Reporter Service, the
high and low closing sale prices per Share on The Nasdaq National Market
("Nasdaq") for the Fourth Quarter of 1996 were $17 5/8 and $15 1/4,
respectively. The high and low closing sale prices per Share on Nasdaq for the
First
3
<PAGE>
Quarter of 1997 were $15 5/8 and $13 3/8, respectively. The high and low
closing sale prices per Share on Nasdaq for the Second Quarter of 1997
(through June 13, 1997) were $14 and $12 5/8, respectively. On June 13, 1997,
the last full trading day prior to Parent's announcement that it was amending
the terms of the Offer upon the terms set forth in this Second Supplement, the
reported closing sale price per Share was $12 3/4. SHAREHOLDERS ARE URGED TO
OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.
4. CERTAIN INFORMATION CONCERNING THE COMPANY. The discussion set forth in
Section 8 of the Offer to Purchase and Section 4 of the First Supplement is
hereby amended and supplemented as follows:
Set forth below is certain selected consolidated financial information with
respect to the Company and its subsidiaries excerpted or derived from the
information contained in the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (the "Company 10-K") and the Company 10-Q. More
comprehensive financial information is included in the Company 10-K, the
Company 10-Q and other documents filed by the Company with the Commission, and
the following summary is qualified in its entirety by reference to such
information. The Company 10-K, the Company 10-Q and such other documents
should be available for inspection and copies thereof should be obtainable in
the manner set forth under "Available Information" in Section 8 of the Offer
to Purchase.
CIRCON CORPORATION
SELECTED FINANCIAL INFORMATION
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FISCAL YEAR
THREE MONTHS ENDED ENDED DECEMBER
MARCH 31, 31,
------------------- ---------------
1997 1996 1996(1) 1995(2)
--------- --------- ------- -------
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net Sales................................. $ 38.4 $ 40.0 $153.8 $160.4
Gross Profit.............................. 21.5 22.2 85.9 83.6
Income from Operations.................... 2.0 3.6 6.7 3.8
Net Income (Loss)......................... 0.8 1.7 2.1 (5.4)
Net Income (Loss) per Share............... 0.06 0.13 0.16 (0.41)
Weighted Average Shares Outstanding....... 13.7 13.1 13.3 13.2
BALANCE SHEET DATA:
Total Assets.............................. $ 170.4 $ 168.9 $169.1 $181.4
Total Debt................................ 52.9 59.5 51.0 72.4
Total Shareholders' Equity................ 99.3 89.5 98.9 87.2
</TABLE>
- --------
(1) The Company charged $3 million in 1996 for expenses related to the Offer
and certain stockholder litigation. The Company recognized a $2 million
non-recurring tax benefit in the second quarter in connection with the
liquidation of Cabot Medical.
(2) In connection with the merger of the Company and Cabot, $13.4 million
(pre-tax) of merger costs and non-recurring combination expenses were
incurred and charged to expense in the third quarter of 1995. These costs
include $8.4 million associated with the elimination of duplicative,
excess, and obsolete inventories and related production equipment, and
reorganizing and cross training the sales force, and $4.9 million of fees
and other expenses specifically associated with the merger process.
Company Information. The information concerning the Company contained in
this Second Supplement has been taken from or based upon publicly available
documents on file with the Commission and other publicly available
information. Although Parent and Purchaser do not have any knowledge that any
such information is untrue, neither Parent nor Purchaser takes any
responsibility for the accuracy or completeness of such information or for any
failure by the Company to disclose events that may have occurred and may
affect the significance or accuracy of any such information.
4
<PAGE>
5. CERTAIN INFORMATION CONCERNING PARENT AND PURCHASER. The discussion set
forth in Section 9 of the Offer to Purchase and Section 5 of the First
Supplement is hereby amended and supplemented as follows:
Set forth below is certain selected consolidated financial information with
respect to Parent and its subsidiaries excerpted or derived from the
information contained in Parent's Annual Report on Form 10-K for the year
ended December 31, 1996 (the "Parent 10-K") and Parent's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997 (the "Parent 10-Q"). More
comprehensive financial information is included in the Parent 10-K, Parent 10-
Q and other documents filed by the Parent with the Commission, and the
following summary is qualified in its entirety by reference to such
information. The Parent 10-K, Parent 10-Q, and such other documents should be
available for inspection and copies thereof should be obtainable in the manner
set forth under "Available Information" in Section 8 of the Offer to Purchase.
UNITED STATES SURGICAL CORPORATION
SELECTED FINANCIAL INFORMATION
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED FISCAL YEAR ENDED
MARCH 31, DECEMBER 31,
----------------- -----------------
1997 1996 1996 1995(1)
-------- -------- -------- --------
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net Sales................................. $ 284.6 $ 266.0 $1,112.7 $1,022.3
Income before income taxes................ 41.3 27.1 141.7 89.8
Net income................................ 29.7 20.9 109.1 79.2
Net income per common share (primary and
fully diluted)........................... $ .39 $ .28 $ 1.48 $ 1.05
Average number of common shares outstand-
ing...................................... 64.7 57.3 60.5 57.0
Dividends declared per common share....... $ .04 $ .02 $ .08 $ .08
BALANCE SHEET DATA:
Total Assets.............................. $1,522.1 $1,276.5 $1,514.8 $1,265.5
Long-Term Debt............................ 147.3 260.3 142.4 256.5
Stockholders' Equity(2)................... 1,088.7 763.6 1,053.8 741.1
</TABLE>
- --------
(1) In the third quarter of 1995, Parent reached an agreement with respect to
the settlement of all issues raised by the Internal Revenue Service in the
examination of the Parent's income tax returns for the years 1984 through
1990. As a result of the agreement, Parent recognized a net credit to the
tax provisions of $10 million ($.18 per common share) in the third quarter
of 1995.
(2) Included in stockholders' equity was $191.5 million of convertible
preferred stock which had liquidation value of $200.0 million.
6. SOURCE AND AMOUNT OF FUNDS. The discussion set forth in Section 10 of the
Offer to Purchase and Section 6 of the First Supplement is hereby amended and
supplemented as follows:
Purchaser estimates that the total amount of funds now required to acquire
Shares pursuant to the Offer, the Second Offer and the Proposed Merger (in
each case as amended and as described in this Second Supplement), and to pay
all related costs and expenses will be approximately $230 million, of which up
to approximately $15 million will be required to consummate the Offer and to
pay costs and expenses related thereto. Purchaser plans to obtain all funds
needed for the Offer, the Second Offer and the Proposed Merger through a
capital contribution or loan from Parent.
Parent plans to obtain the funds for such capital contribution or loan from
its available cash and working capital and pursuant to one or more credit
facilities as described in the First Supplement.
5
<PAGE>
7. BACKGROUND OF THE OFFER SINCE DECEMBER 18, 1996. The discussion set forth
in Section 11 of the Offer to Purchase and Section 7 of the First Supplement
is hereby amended and supplemented as follows:
On February 14, 1997, Parent issued the following press release, announcing
an extension of the Offer:
NORWALK, Conn.--United States Surgical Corporation (NYSE:USS)
announced today that it is extending its $17 per share cash tender
offer for all the outstanding common shares of Circon Corporation
(NASDAQ:CCON). The offer, which commenced on August 2, 1996, has been
extended through 6:00 p.m., New York City time, June 16, 1997. As of
6:00 p.m., New York City time, on Thursday, February 13, 1997,
7,809,304 shares of Circon's outstanding common stock had been tendered
under the terms of the offer. The 7,809,304 shares tendered, plus the
1,000,100 shares previously purchased by USS, represent 79% of the
shares of Circon's common stock not owned by Circon's management and
Board, based on their most recent 10-Q and proxy statements.
Leon C. Hirsch, chairman, said, "Despite their promises, Circon's
management delivered yet another quarter of poor results for its
shareholders. Total sales and operating income (before non-recurring
charges) in the fourth quarter were down from the comparable quarter in
1995, and were flat with the third quarter of 1996. Total sales for
1996 compared to 1995 decreased by 4% and operating income (before non-
recurring charges) decreased by 24% year over year. Despite special
charges of $13.4 million in 1995 related to the Cabot acquisition,
Circon's management has been unable to turn its strategic plan into
tangible operational improvements. Our offer continues to represent an
excellent opportunity for Circon's shareholders and we are still very
interested in meeting with Circon's management to discuss our
proposal."
United States Surgical Corporation is a diversified surgical products
company specializing in technologies that improve patient care and
lower health care costs.
On February 14, 1997, the Company issued the following press release:
SANTA BARBARA, CALIFORNIA (FEBRUARY 14, 1997)--Circon Corporation
(NASDAQ-NMS: CCON) today responded to U.S. Surgical's fourth extension
of its tender offer. "I strongly encourage U.S. Surgical to end this
exercise in futility," Richard A. Auhll, chairman of the board,
president and chief executive officer of Circon said. "Our Board has
determined that U.S. Surgical's bid is entirely inadequate. This
process has dragged on since early August. As evidenced by our recent
earnings release, our strategic plan is on track. Our U.S. sales are
recovering and our gross profit margin in the fourth quarter increased
to a very healthy 56.6%. In 1997 we will see the savings from closing
our Langhorne, PA facility. Furthermore, we are introducing new
products and moving forward with our strategic plan which is well under
way. We would like to get the U.S. Surgical distraction behind us."
Circon is the leading U.S. supplier of products for minimally
invasive urological and gynecological surgery, including such hardware
products as endoscopes and video systems, and such disposable products
as urological stents, laparoscopic suction-irrigation devices, and a
wide variety of gynecological products.
On June 11, 1997, Mr. Hirsch sent the following letter to Mr. Auhll:
Dear Richard:
I am writing to request a meeting to discuss a possible negotiated
transaction between our companies.
6
<PAGE>
My reason for making this request at this time is that your annual
meeting of shareholders is approaching and, as we have publicly stated,
we are considering running a slate of directors and presenting one or
more proposals at the meeting. Before we all get embroiled in an
election contest, I wanted to see if a meeting would be productive.
I suggest a meeting with just the two of us at any location that is
convenient for you. I propose that we keep this meeting confidential,
subject only to any respective disclosure obligations we may have.
We would seriously consider any information you can provide that
shows greater value for Circon than our current bid. We are also
prepared to discuss alternatives to an all cash transaction. While we
have some concerns about your recent results, we are prepared to
discuss these with you. In addition, there would be additional value to
us from being able to do this transaction on a negotiated basis with
the support and commitment of you, your management and Board. I truly
believe that a transaction would bring great benefits to your
shareholders, your management and employees, and your customers.
Because a transaction offers such benefits for both our companies, we
are determined to go the distance in pursuing a transaction. While, to
date, you have been opposed to a transaction, the vast majority of your
shareholders have repeatedly indicated their support. At the end of the
day, we believe this support from shareholders will prevail.
We are committed to exploring every avenue to doing this transaction
on a friendly basis as this would be the preferred course for us, and
we believe, for Circon.
I look forward to hearing from you at your earliest convenience.
Very truly yours,
Leon C. Hirsch
Chairman of the Board and Chief
Executive Officer
On June 12, 1997, Mr. Auhll sent the following letter to Mr. Hirsch:
Dear Leon:
I am writing in response to your letter of June 11, 1997. We appreciate your
interest in Circon. However, we remain committed to our strategic plan and
wish to pursue our corporate goals independently.
Sincerely,
CIRCON CORPORATION
RICHARD A. AUHLL
President
Chairman of the Board
On June 16, 1997, Parent issued the following press release, announcing the
amendment and supplement of the Offer:
NORWALK, Conn.--United States Surgical Corporation (NYSE:USS) announced
today that it has amended its cash tender offer to purchase common shares of
Circon Corporation (NASDAQ:CCON). Under the amended offer, USS is now offering
to purchase on a pro rata basis up to an aggregate
7
<PAGE>
of 973,174 shares at a reduced price of $14.50 per share in cash, which would
bring its ownership to 14.9% of the outstanding Circon shares, the approximate
maximum number of shares USS can purchase without triggering Circon's "poison
pill."
The offer and withdrawal rights expire at 12:00 midnight New York City time,
July 14, 1997. The offer, as amended, is not conditioned upon any minimum
number of shares being tendered. In addition, this offer is not subject to
certain other conditions relating to the Delaware Business Combination Statute
and Circon's poison pill.
On August 2, 1996, USS commenced a tender offer to Circon shareholders at
$18 per share, representing a premium of 83% over the average closing price of
Circon's common stock during the previous ten trading days.
Leon C. Hirsch, Chairman and CEO of USS, said, "With the passage of time,
not only has Circon's management been unable to achieve better operating
results, but Circon's performance continues to be below even historical
levels. Based on its SEC filings and after adjustment for non recurring items,
Circon's first quarter 1997 performance was well below that of first quarter
1996 with revenues down 4%, gross profit down 3% and operating income down
44%. When compared with Circon's fourth quarter 1996 results, revenues were
flat. This performance demonstrates that Circon's management has been unable
to deliver to their shareholders the turnaround it has been promising for
almost a year. Moreover, management has strapped its shareholders with an even
greater burden through the heavy expenditure of $3 million for defense-related
charges."
In response to USS' original offer, Circon directors installed anti-takeover
provisions, including a poison pill and potentially costly golden parachutes,
and stated that USS' $18 per share offer did not reflect Circon's long term
value and that management needed additional time to implement its operating
plan.
On December 16, 1996, USS reduced its offer to $17 per share. In response,
Circon shareholders tendered shares which, when added to the 1,000,100 shares
owned by USS, represented approximately 79% of Circon's common stock not owned
by Circon's management and Board, based on Circon's most recent 10-Q and proxy
statements.
Mr. Hirsch stated further, "Based upon results for the past three quarters,
USS can no longer justify to its shareholders--absent the ability to review
and discuss with Circon's management its operating plan--an offer of $17 per
share. Therefore, after the expiration on July 14, 1997 of this tender offer,
USS' present plans are to commence a new tender offer to purchase all
outstanding common shares of Circon at $16.50 per share. At $16.50 per share,
Circon has a price/earning ratio of over 180 times trailing twelve months'
earnings. USS tender offer is the major reason for this huge multiple.
"In addition to significantly increasing our investment in Circon we are
considering a proxy contest to nominate two independent directors to Circon's
Board. We believe this will deliver a clear message to Circon's management and
the market that USS believes the immediate merger of these two synergistic
companies is in the best interest of both companies and their respective
shareholders. USS continues to be interested in meeting with Circon's
management to give them an opportunity to demonstrate any additional value
which should be considered in our offer."
Kissel-Blake, Inc. (Toll Free 800-554-7733, or 212-344-6733) is USS'
Information Agent. Questions and requests for assistance regarding this tender
offer may be directed to them.
As of 5:00 p.m. New York City time on June 13, 1997 5,239,832 shares of
Circon's outstanding common stock had been tendered to USS under the terms of
the offer. The 5,289,832 shares tendered, plus the 1,000,100 shares previously
purchased by USS, represent approximately 55% of
8
<PAGE>
the shares of Circon's common stock not owned by Circon's management and
Board, based on their most recent 10-K and 10-Q.
United States Surgical Corporation is a diversified surgical products
company specializing in minimally invasive technologies that improve patient
care and lower health care costs.
8. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY. The discussion set forth in
Section 12 of the Offer to Purchase is hereby amended and supplemented as
follows:
The purpose of the Offer is for Parent, through Purchaser, to add to its
equity interest in the Company as the first step in a business combination of
Parent and the Company. Following Purchaser's acceptance for payment of Shares
in the Offer, Purchaser and Parent intend to seek to negotiate with the
Company a definitive merger agreement pursuant to which the Company would, as
soon as practicable following consummation of the Offer, consummate the
Proposed Merger with Purchaser. If such negotiations are unsuccessful, Parent
intends to commence the Second Offer to purchase all outstanding Shares not
owned by Purchaser at a price of $16.50 per Share, net to the seller in cash,
without interest thereon, and otherwise upon essentially the same terms and
subject to the same conditions set forth in the Offer to Purchase, as
previously amended and supplemented by the First Supplement, including there
being validly tendered and not properly withdrawn prior to the expiration
thereof a number of Shares which, together with Shares then owned by Parent or
Purchaser, constitute at least 67% of the Shares outstanding on a fully
diluted basis. The Second Offer would also be subject to the Business
Combination Condition and the Rights Condition. Although it is Purchaser's
current intention to commence the Second Offer if negotiations with the
Company are not successful, there can be no assurance as to whether Purchaser
will in fact commence the Second Offer, the price that will be offered or
ultimately paid in the Second Offer or as to whether the Second Offer will be
consummated. The price to be paid in the Second Offer could be affected by,
among other things, the extent, if any, to which Parent and Purchaser are able
to obtain access to the books and records of the Company and negotiate a
transaction with the Company and the Company's future operating performance.
In furtherance of its efforts to acquire control of, and the entire equity
interest in, the Company, Parent is considering a proxy contest and may
solicit proxies for the Company's 1997 Annual Meeting of Shareholders seeking
to elect up to two directors proposed by Parent to the Company Board. The
Company has not publicly announced the date for its 1997 Annual Meeting of
Shareholders.
THE OFFER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES FOR ANY ANNUAL OR
OTHER MEETING OF THE COMPANY'S SHAREHOLDERS. ANY SUCH SOLICITATION WHICH
PARENT OR PURCHASER MIGHT MAKE WOULD BE MADE ONLY PURSUANT TO SEPARATE PROXY
MATERIALS IN COMPLIANCE WITH THE REQUIREMENTS OF SECTION 14 (A) OF THE
EXCHANGE ACT AND THE RULES AND REGULATIONS THEREUNDER.
9. CONDITIONS OF THE OFFER. The discussion set forth in Section 14 of the
Offer to Purchase and Section 8 of the First Supplement is hereby amended and
supplemented as follows:
Purchaser has eliminated the Minimum Condition, the Business Combination
Condition and the Rights Condition to the Offer. However, to the extent
Purchaser determines that, as a result of the consummation of the Offer,
Purchaser would beneficially own such number of the then outstanding Shares as
would result in the occurrence of a Distribution Date, or cause the Purchaser
to become an Acquiring Person, Purchaser reserves the right, in its sole
discretion, to further amend the Offer to reduce the number of Shares sought
in the Offer so that the number of Shares that Purchaser would own upon
consummation thereof would represent such number of Shares then outstanding as
would not result in the occurrence of a Distribution Date, or cause Purchaser
to become an Acquiring Person, at such time. Such amendment to the Offer could
be required in the event the Company amends the
9
<PAGE>
Rights Agreement, changes its capitalization by way of a recapitalization or
takes certain other actions in respect of the Shares. Any such amendment would
be made in compliance with applicable rules and regulations of the Commission.
10. MISCELLANEOUS. Parent and Purchaser have filed with the Commission
amendments to the Schedule 14D-1, together with exhibits, pursuant to Rule
14d-3 of the General Rules and Regulations under the Exchange Act, furnishing
certain additional information with respect to the Offer. The
Schedule 14D-1, and any amendments thereto, may be inspected at, and copies
may be obtained from, the same places and in the same manner as set forth in
Section 8 of the Offer to Purchase (except that they may not be available at
the regional offices of the Commission).
USS ACQUISITION CORP.
June 16, 1997
10
<PAGE>
Only the revised Letter of Transmittal included herewith and the revised
Notice of Guaranteed Delivery, if applicable, properly completed and duly
signed (or facsimile copies), will be accepted. Any such Letter of
Transmittal, Notice of Guaranteed Delivery, certificates for the Shares and
any other required documents should be sent by each shareholder of the Company
or his broker, dealer, commercial bank, trust company or other nominee to the
Depositary as follows:
THE DEPOSITARY FOR THE OFFER IS:
First Chicago Trust Company of New York
By Mail: By Hand: By Overnight Courier:
Tenders & Exchanges Tender & Exchanges
Tender & Exchanges c/o The Depository Trust 14 Wall Street
P.O. Box 2569-Suite 4660 Company Suite 4680-8th Floor-CIR
Jersey City, New Jersey 55 Water Street, DTC TAD New York, New York 10005
07303-2569 Vietnam Veterans Memorial
Plaza
New York, New York 10041
By Facsimile
Transmission:
(201) 222-4720
or
(201) 222-4721
Confirm Receipt of Notice
of Guaranteed Delivery by
Telephone
(201) 222-4707
Questions and requests for assistance may be directed to the Dealer Manager
or the Information Agent at their respective addresses or telephone numbers
set forth below. Additional copies of the Offer to Purchase, the First
Supplement or this Second Supplement, the revised Letter of Transmittal and
the revised Notice of Guaranteed Delivery may be obtained from the Information
Agent or the Dealer Manager as set forth below, and will be furnished promptly
at the Purchaser's expense. You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Offer.
The Information Agent for the Offer is:
[LOGO] KISSEL BLAKE INC.
110 Wall Street
New York, NY 10005
Call Toll-Free (800) 554-7733
Brokers and Banks, please call (212) 344-6733
The Dealer Manager for the Offer is:
SALOMON BROTHERS INC
Seven World Trade Center
New York, New York 10048
(212) 783-7292 (Call Collect)
<PAGE>
EXHIBIT 99.(A)(26)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
CIRCON CORPORATION
PURSUANT TO THE OFFER TO PURCHASE DATED AUGUST 2, 1996
AS AMENDED AND SUPPLEMENTED BY THE SUPPLEMENT TO THE OFFER TO PURCHASE DATED
DECEMBER 18, 1996
AND THE SECOND SUPPLEMENT TO THE OFFER TO PURCHASE DATED JUNE 16, 1997.
BY
USS ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
UNITED STATES SURGICAL CORPORATION
- --------------------------------------------------------------------------------
THE OFFER, WITHDRAWAL RIGHTS AND THE PRORATION PERIOD WILL EXPIRE AT 12:00
MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, JULY 14, 1997,
UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TO: FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Depositary
<S> <C> <C>
By Mail: By Hand: By Overnight Courier:
Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges
Suite 4660 c/o The Depository Trust Company Suite 4680
P.O. Box 2569 55 Water Street, DTC TAD 14 Wall Street, 8th Floor--CIR
Jersey City, NJ 07303-2569 Vietnam Veterans Memorial Plaza New York, New York 10005
New York, NY 10041
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF
TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 PROVIDED
BELOW.
DESCRIPTION OF SHARES TENDERED
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NAME(S) AND ADDRESS(ES)
OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF
BLANK, EXACTLY AS
NAME(S) APPEARS SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST, IF NECESSARY)
- ---------------------------------------------------------------------------
SHARES EVIDENCED
SHARE CERTIFICATE BY SHARE SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
<S> <C> <C> <C>
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
TOTAL SHARES
- --------------------------------------------------------------------------------
</TABLE>
* Need not be completed by shareholders delivering Shares by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced
by each Share Certificate delivered to the Depositary are being tendered
hereby. See Instruction 4.
<PAGE>
DESCRIPTION OF RIGHTS TENDERED
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NAME(S) AND ADDRESS(ES) OF REGISTERED
HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS
NAME(S) RIGHT CERTIFICATE(S) TENDERED*
APPEAR(S) ON RIGHT CERTIFICATE(S)) (ATTACH ADDITIONAL LIST, IF NECESSARY)
- -----------------------------------------------------------------------------------------
RIGHTS
EVIDENCED
RIGHT CERTIFICATE BY RIGHT SHARES
NUMBER(S)** CERTIFICATE(S)** TENDERED***
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
<S> <C> <C> <C>
TOTAL RIGHTS
</TABLE>
- -------------------------------------------------------------------------------
* If the tendered Rights are represented by separate Rights
Certificates, complete the certificate numbers of such Right
Certificates. Shareholders tendering Rights which are not represented
by separate certificates will need to submit an additional letter of
transmittal if Rights Certificates are received.
** Need not be completed by shareholders delivering Rights by book-entry
transfer.
*** Unless otherwise indicated, it will be assumed that all Rights
evidenced by each Right Certificate delivered to the Depositary are
being tendered hereby. See instruction 4.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This revised Letter of Transmittal is to be completed by shareholders either
if certificates evidencing Shares and/or Rights (each as defined below) are to
be forwarded herewith or if delivery of Shares and/or Rights is to be made by
book-entry transfer to the Depositary's account at The Depository Trust
Company ("DTC") or the Philadelphia Depositary Trust Company ("PDTC") (each a
"Book-Entry Transfer Facility" and collectively, the "Book-Entry Transfer
Facilities") pursuant to the book-entry transfer procedure described in
Section 2 of the Offer to Purchase as amended and supplemented by the First
Supplement and the Second Supplement (each as defined below). Delivery of
documents to a Book-Entry Transfer Facility does not constitute delivery to
the Depositary.
ALL SHARES PREVIOUSLY TENDERED ARE BEING RETURNED TO THE TENDERING
SHAREHOLDERS. ACCORDINGLY, ANY PREVIOUSLY TENDERING SHAREHOLDER DESIRING TO
TENDER ALL OR ANY PORTION OF SUCH SHAREHOLDER'S SHARES AND RIGHTS MUST
RETENDER SUCH SHARES USING THIS REVISED LETTER OF TRANSMITTAL AND THE REVISED
NOTICE OF GUARANTEED DELIVERY.
UNLESS THE RIGHTS ARE REDEEMED PRIOR TO THE EXPIRATION OF THE OFFER, HOLDERS
OF SHARES WILL BE REQUIRED TO TENDER ONE RIGHT FOR EACH SHARE TENDERED TO
EFFECT A VALID TENDER OF SUCH SHARE. If Right Certificates (as defined in the
First Supplement) have been distributed to holders of Shares prior to the date
of tender pursuant to the Offer, Right Certificates representing a number of
Rights equal to the number of Shares being tendered must be delivered to the
Depositary in order for such Shares to be validly tendered. If Right
Certificates have not been distributed prior to the time Shares are tendered
pursuant to the Offer, a tender of Shares without Rights
2
<PAGE>
constitutes an agreement by the tendering shareholder to deliver Right
Certificates representing a number of Rights equal to the number of Shares
tendered pursuant to the Offer to the Depositary within three Nasdaq National
Market trading days after the date Right Certificates are distributed. The
Purchaser reserves the right to require that it receive such Right
Certificates prior to accepting Shares for payment. Payment for Shares
tendered and purchased pursuant to the Offer will be made only after timely
receipt by the Depositary of, among other things, Right Certificates, if such
certificates have been distributed to holders of Shares. The Purchaser will
not pay any additional consideration for the Rights tendered pursuant to the
Offer.
Shareholders whose certificates evidencing Shares ("Share Certificates")
and, if applicable, Rights Certificates, are not immediately available
(including if the Distribution Date has occurred, but Right Certificates have
not yet been distributed by the Company) or who cannot deliver their Share
Certificates and all other documents required hereby to the Depositary prior
to the Expiration Date (as defined in Section 1 of the Second Supplement) or
who cannot complete the procedure for delivery by book-entry transfer on a
timely basis and who wish to tender their Shares and Rights must do so
pursuant to the guaranteed delivery procedure described in Section 2 of the
Offer to Purchase, as amended and supplemented by the First Supplement and the
Second Supplement. See Instruction 2.
[_]CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution
- -------------------------------------------------------------------------------
Check Box of Applicable Book-Entry Transfer Facility:
(CHECK ONE) [_] DTC [_] PDTC
Account Number _______________________ Transaction Code Number ______________
[_]CHECK HERE IF RIGHTS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution
- -------------------------------------------------------------------------------
Check Box of Applicable Book-Entry Transfer Facility:
(CHECK ONE) [_] DTC [_] PDTC
Account Number _______________________ Transaction Code Number ______________
3
<PAGE>
[_]CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A REVISED NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED
DELIVERY:
Name(s) of Registered Holder(s)
- -------------------------------------------------------------------------------
Window Ticket No. (if any)
- -------------------------------------------------------------------------------
Date of Execution of Revised Notice of Guaranteed Delivery
- -------------------------------------------------------------------------------
Name of Institution which Guaranteed Delivery
- -------------------------------------------------------------------------------
[_]CHECK HERE IF RIGHTS ARE BEING TENDERED PURSUANT TO A REVISED NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED
DELIVERY:
Name(s) of Registered Holder(s)
- -------------------------------------------------------------------------------
Window Ticket No. (if any)
- -------------------------------------------------------------------------------
Date of Execution of Revised Notice of Guaranteed Delivery
- -------------------------------------------------------------------------------
Name of Institution which Guaranteed Delivery
- -------------------------------------------------------------------------------
4
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to USS Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of United States
Surgical Corporation, a Delaware corporation ("Parent"), the above-described
shares of Common Stock, par value $0.01 per share (the "Shares"), of Circon
Corporation, a Delaware corporation (the "Company"), including the associated
preferred share purchase rights (the "Rights") issued pursuant to the
Preferred Shares Rights Agreement, dated as of August 14, 1996, between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the
"Rights Agreement"), pursuant to the Purchaser's offer to purchase up to an
aggregate of 973,174 Shares and Rights, at $14.50 per Share, net to the seller
in cash, without interest thereon (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated August 2,
1996 (the "Offer to Purchase") as amended and supplemented by the First
Supplement dated December 18, 1996 (the "First Supplement") and the Second
Supplement dated June 16, 1997 (the "Second Supplement"), receipt of each of
which is hereby acknowledged, and in this revised Letter of Transmittal
(which, as amended from time to time, collectively constitute the "Offer").
Unless the context requires otherwise, all references to Shares herein shall
include the Rights, and all references to the Rights shall include all
benefits that may inure to shareholders of the Company or the holders of the
Rights pursuant to the Rights Agreement. The undersigned understands that the
Purchaser reserves the right to transfer or assign, in whole or from time to
time in part, to one or more of its affiliates, the right to purchase all or
any portion of the Shares and Rights tendered pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith, in accordance with the terms of the Offer (including, if
the Offer is extended or amended, the terms and conditions of such extension
or amendment), the undersigned hereby sells, assigns and transfers to, or upon
the order of, Purchaser all right, title and interest in and to all the Shares
and/or Rights that are being tendered hereby and all dividends, distributions
(including, without limitation, distributions of additional Shares) and rights
declared, paid or distributed in respect of such Shares on or after June 16,
1997 (except that if the Rights are redeemed by the Company's Board of
Directors in accordance with the terms of the Rights Agreement, tendering
shareholders who are holders of record as of the applicable record date will
be entitled to receive and retain the redemption price of $.01 per Right in
accordance with the Rights Agreement) (collectively, "Distributions"), and
irrevocably appoints the Depositary the true and lawful agent and attorney-in-
fact of the undersigned with respect to such Shares and/or Rights and all
Distributions, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
Share Certificates evidencing such Shares and/or Rights Certificates
evidencing such Rights and all Distributions, or transfer ownership of such
Shares and/or Rights and all Distributions on the account books maintained by
a Book-Entry Transfer Facility, together, in either case, with all
accompanying evidences of transfer and authenticity, to or upon the order of
Purchaser, (ii) present such Shares and/or Rights and all Distributions for
transfer on the books of the Company and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares and/or
Rights and all Distributions, all in accordance with the terms of the Offer.
The undersigned understands that unless the Rights are redeemed prior to the
expiration of the Offer, shareholders will be required to tender one Right for
each Share tendered in order to effect a valid tender of such Share. The
undersigned understands that if Right Certificates have been distributed to
holders of Shares prior to the date of tender pursuant to the Offer, Right
Certificates representing a number of Rights equal to the number of Shares
being tendered herewith must be delivered to the Depositary or, if available,
a Book-Entry Confirmation (as defined in Instruction 2) must be received by
the Depositary with respect thereto. If Right Certificates have not been
distributed prior to the time Shares are tendered herewith, the undersigned
agrees hereby to deliver Right Certificates representing a number of Rights
equal to the number of Shares tendered herewith to the Depositary within three
Nasdaq National Market trading days after the date such Right Certificates are
distributed.
5
<PAGE>
The Purchaser reserves the right to require that the Depositary receive such
Right Certificates, or a Book-Entry Confirmation, with respect to such Rights,
prior to accepting Shares for payment. Payment for Shares tendered and
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of, among other things, Right Certificates if such
Certificates have been distributed to holders of Shares. The Purchaser will
not pay any additional consideration for the Rights tendered pursuant to the
Offer.
By executing this Letter of Transmittal, the undersigned irrevocably
appoints Thomas R. Bremer and Pamela Komenda of the Purchaser as proxies of
the undersigned, each with full power of substitution, to the full
extent of the undersigned's rights with respect to the Shares and Rights
tendered by the undersigned and accepted for payment by the Purchaser (and any
and all Distributions). All such proxies shall be considered coupled with an
interest in the tendered Shares and Rights. This appointment will be effective
if, when, and only to the extent that the Purchaser accepts such Shares for
payment pursuant to the Offer. Upon such acceptance for payment, all prior
proxies given by the undersigned with respect to such Shares and Rights (and
such other securities) will, without further action, be revoked, and no
subsequent proxies may be given nor any subsequent written consent executed by
the undersigned (and, if given or executed, will not be deemed to be
effective) with respect thereto. The designees of the Purchaser named above
will, with respect to the Shares and Rights and other securities for which the
appointment is effective, be empowered to exercise all voting and other rights
of the undersigned as they in their sole discretion may deem proper at any
annual or special meeting of the shareholders of the Company or any
adjournment or postponement thereof, by written consent in lieu of any such
meeting or otherwise, and the Purchaser reserves the right to require that, in
order for Shares and Rights or other securities to be deemed validly tendered,
immediately upon the Purchaser's acceptance for payment of such Shares and
Rights, the Purchaser must be able to exercise full voting rights with respect
to such Shares and Rights.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares and Rights
tendered hereby and all Distributions, that the undersigned owns the Shares
and Rights tendered hereby within the meaning of Rule 14e-4 promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that
such tender of Shares complies with Rule 14e-4 under the Exchange Act and that
when such Shares and Rights are accepted for payment by Purchaser, Purchaser
will acquire good, marketable and unencumbered title thereto and to all
Distributions, free and clear of all liens, restrictions, charges and
encumbrances, and that none of such Shares, Rights and Distributions will be
subject to any adverse claim. The undersigned, upon request, shall execute and
deliver all additional documents deemed by the Depositary or Purchaser to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares and Rights tendered hereby and all Distributions. In addition, the
undersigned shall remit and transfer promptly to the Depositary for the
account of Purchaser all Distributions in respect of the Shares and Rights
tendered hereby, accompanied by appropriate documentation of transfer, and,
pending such remittance and transfer or appropriate assurance thereof,
Purchaser shall be entitled to all rights and privileges as owner of each such
Distribution and may withhold the entire purchase price of the Shares and
Rights tendered hereby or deduct from such purchase price, the amount or value
of such Distribution as determined by Purchaser in its sole discretion.
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as otherwise stated in the Offer to Purchase as amended
and supplemented by the First Supplement and the Second Supplement, this
tender is irrevocable.
The undersigned understands that tenders of Shares and/or Rights pursuant to
any one of the procedures described in Section 2 of the Offer to Purchase as
amended and supplemented by the First Supplement and the Second Supplement and
in the instructions hereto will constitute the undersigned's acceptance of the
terms and conditions of the Offer. Purchaser's acceptance of such Shares for
payment will constitute a binding agreement between the undersigned and
Purchaser upon the terms and subject to the conditions of the Offer,
including, without limitation, the undersigned's representation and warranty
that the undersigned owns the Shares and/or Rights being tendered.
6
<PAGE>
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Shares
purchased, and return all Share Certificates evidencing Shares and Right
Certificates evidencing Rights not purchased or not tendered, in the name(s)
of the registered holder(s) appearing above under "Description of Shares
Tendered" or "Description of Rights Tendered," as appropriate. Similarly,
unless otherwise indicated in the box entitled "Special Delivery
Instructions," please mail the check for the purchase price of all Shares
purchased and all Share Certificates evidencing Shares and Right Certificates
evidencing Rights not tendered or not purchased (and accompanying documents,
as appropriate) to the address(es) of the registered holder(s) appearing above
under "Description of Shares Tendered" or "Description of Rights Tendered," as
appropriate. In the event that the boxes entitled "Special Payment
Instructions" and "Special Delivery Instructions" are both completed, please
issue the check for the purchase price of all Shares purchased and return all
Share Certificates evidencing Shares and Right Certificates evidencing Rights
not purchased or not tendered in the name(s) of, and mail such check, Share
Certificates and Rights Certificates to, the person(s) so indicated. The
undersigned recognizes that Purchaser has no obligation, pursuant to the
Special Payment Instructions, to transfer any Shares and Rights from the name
of the registered holder(s) thereof if Purchaser does not purchase any of the
Shares and Rights tendered hereby.
SPECIAL PAYMENT INSTRUCTIONS (SEE SPECIAL DELIVERY INSTRUCTIONS
INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 5 AND 7)
To be completed ONLY if the To be completed ONLY if the
check for the purchase price of check for the purchase price of
Shares purchased or Share Certif- Shares purchased or Share Certif-
icates evidencing Shares and icates evidencing Shares and
Right Certificates evidencing Right Certificates evidencing
Rights not tendered or not pur- Rights not tendered or not pur-
chased are to be issued in the chased are to be mailed to some-
name of someone other than the one other than the undersigned,
undersigned. or to the undersigned at an ad-
dress other than that shown under
"Description of Shares Tendered"
or "Description of Rights Ten-
dered."
Issue [_] check [_] Share Cer-
tificate(s)
[_] Right Certifi-
cate(s) to:
Mail [_] check [_] Share Certif-
Name: ____________________________ icate(s) [_] Right
(PRINT) Certificate(s) to:
Address: _________________________ Name: ____________________________
__________________________________ (PRINT)
__________________________________ Address: _________________________
(ZIP CODE) __________________________________
__________________________________ __________________________________
TAXPAYER IDENTIFICATION OR SOCIAL
SECURITY NUMBER
(ZIP CODE)
(See Substitute Form W-9 on re-
verse side)
7
<PAGE>
IMPORTANT
SHAREHOLDERS: SIGN HERE
(ALSO PLEASE COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
X______________________________________________________________X
X______________________________________________________________X
(SIGNATURE(S) OF HOLDER(S))
Dated: ___________________________
Must be signed by registered holder(s) exactly as name(s)
appear(s) on Share Certificates and Rights Certificates or
on a security position listing or by a person(s) authorized
to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by a
trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please provide the
following information. See Instruction 5.
Name(s):________________________________________________________
_________________________________________________________
(PLEASE PRINT)
Capacity (full title): _________________________________________
Address:________________________________________________________
_________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No.: ___________________________________
Taxpayer Identification or Social Security No.: ________________
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
GUARANTEE OF SIGNATURE(S) (IF REQUIRED--SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE
BELOW.
8
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers,
Inc., or by a financial institution (including most commercial banks, savings
and loan associations and brokerage houses) that is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
(an "Eligible Institution"), unless (i) this Letter of Transmittal is signed
by the registered holder(s) of the Shares and/or Rights (which term, for
purposes of this document, shall include any participant in a Book-Entry
Transfer Facility whose name appears on a security position listing as the
owner of Shares or Rights) tendered hereby and such holder(s) has (have)
completed neither the box entitled "Special Payment Instructions" nor the box
entitled "Special Delivery Instructions" on the reverse hereof or (ii) such
Shares and/or Rights are tendered for the account of an Eligible Institution.
See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES. This Letter of
Transmittal is to be used either if certificates are to be forwarded herewith
or if Shares are to be delivered by book-entry transfer pursuant to the
procedure set forth in Section 2 of the Offer to Purchase. Certificates
evidencing all physically tendered Shares and/or Rights, or a confirmation of
a book-entry transfer into the Depositary's account at a Book-Entry Transfer
Facility of all Shares and/or Rights delivered by book-entry transfer as well
as a properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other documents required by this Letter of Transmittal, must
be received by the Depositary at one of its addresses set forth on the reverse
hereof prior to the Expiration Date (as defined in Section 1 of the Second
Supplement). If certificates are forwarded to the Depositary in multiple
deliveries, a properly completed and duly executed Letter of Transmittal must
accompany each such delivery. Shareholders whose Share Certificates and, if
applicable, Rights Certificates are not immediately available (including if
Right Certificates have not yet been distributed), who cannot deliver their
Share Certificates or, if applicable, Right Certificates and all other
required documents to the Depositary prior to the Expiration Date or who
cannot complete the procedure for delivery by book-entry transfer on a timely
basis may tender their Shares and/or Rights pursuant to the guaranteed
delivery procedure described in Section 2 of the Offer to Purchase. Pursuant
to such procedure: (i) such tender must be made by or through an Eligible
Institution; (ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form made available by Purchaser, must be
received by the Depositary prior to the Expiration Date; and (iii) the Share
Certificates evidencing all physically delivered Shares or, if applicable,
Right Certificates evidencing all physically delivered Rights in proper form
for transfer by delivery, or a confirmation of a book-entry transfer into the
Depositary's account at a Book-Entry Transfer Facility of all Shares and/or
Rights delivered by book-entry transfer, in each case together with a Letter
of Transmittal (or a facsimile thereof), properly completed and duly executed,
with any required signature guarantees, and any other documents required by
this Letter of Transmittal, must be received by the Depositary (a) in the case
of Shares, within three Nasdaq National Market trading days after the date of
execution of such Notice of Guaranteed Delivery, or (b) in the case of Rights,
within a period ending on the later of (i) three Nasdaq National Market
trading days after the date of execution of such Notice of Guaranteed Delivery
or (ii) three Nasdaq National Market trading days after Right Certificates are
distributed to shareholders by the Company, all as described in Section 2 of
the First Supplement.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES
AND, IF APPLICABLE, RIGHT CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS,
INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION
AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares or Rights will be purchased. By execution of this Letter of
Transmittal (or a facsimile hereof), all tendering shareholders waive any
right to receive any notice of the acceptance of their Shares or Rights for
payment.
9
<PAGE>
3. INADEQUATE SPACE. If the space provided herein under "Description of
Shares Tendered" or "Description of Rights Tendered" is inadequate, the Share
Certificate numbers and the Right Certificate numbers, the number of Shares
evidenced by such Share Certificates and the number of Rights evidenced by
such Right Certificates and the number of Shares or Rights tendered should be
listed on a separate schedule and attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares or Rights evidenced by any certificate
delivered to the Depositary herewith are to be tendered hereby, fill in the
number of Shares or Rights which are to be tendered in the box entitled
"Number of Shares Tendered" and "Number of Rights Tendered", respectively. In
such cases, new certificate(s) evidencing the remainder of the Shares or
Rights that were evidenced by the certificates delivered to the Depositary
herewith will be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the box entitled "Special Delivery Instructions"
on the reverse hereof, as soon as practicable after the expiration or
termination of the Offer. All Shares and Rights evidenced by certificates
delivered to the Depositary will be deemed to have been tendered unless
otherwise indicated.
If fewer than all Shares (and, if applicable, Rights) tendered are purchased
in accordance with the Offer, new Certificates for the unpurchased Shares
(and, if applicable, Rights) will be sent to the registered holder, unless
otherwise provided in the appropriate box on this Letter of Transmittal, as
soon as practicable after the Expiration Date.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
and Rights tendered hereby, the signature(s) must correspond with the name(s)
as written on the face of the certificates evidencing such Shares and Rights
without alteration, enlargement or any other change whatsoever.
If any Share or Right tendered hereby is owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares or Rights tendered hereby are registered in the names
of different holders, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
such Shares or Rights.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares or Rights tendered hereby, no endorsements of certificates or separate
stock powers are required, unless payment is to be made to, or certificates
evidencing Shares or Rights not tendered or not purchased are to be issued in
the name of, a person other than the registered holder(s), in which case the
certificate(s) evidencing the Shares or Rights tendered hereby must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear(s) on such
certificate(s). Signatures on such certificate(s) and stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares or Rights tendered hereby, the
certificate(s) evidencing the Shares or Rights tendered hereby must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear(s) on such
certificate(s). Signatures on such certificate(s) and stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate or stock power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory
to the Purchaser of such person's authority so to act must be submitted.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction 6,
the Purchaser will pay all stock transfer taxes with respect to the sale and
transfer of any Shares and Rights to it or its order pursuant to the Offer.
If, however, payment of the purchase price of any Shares and Rights purchased
is to be made to, or
10
<PAGE>
certificate(s) evidencing Shares and/or Rights not tendered or not purchased
are to be issued in the name of, a person other than the registered holder(s),
the amount of any stock transfer taxes (whether imposed on the registered
holder(s), such other person or otherwise) payable on account of the transfer
to such other person will be deducted from the purchase price of such Shares
and/or Rights purchased, unless evidence satisfactory to the Purchaser of the
payment of such taxes, or exemption therefrom, is submitted. Except as
provided in this Instruction 6, it will not be necessary for transfer tax
stamps to be affixed to the certificates evidencing the Shares and Rights
tendered hereby.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any Shares and/or Rights tendered hereby is to be issued, or
certificate(s) evidencing Shares and/or Rights not tendered or not purchased
are to be issued, in the name of a person other than the person(s) signing
this Letter of Transmittal or if such check or any such certificate is to be
sent to someone other than the person(s) signing this Letter of Transmittal or
to the person(s) signing this Letter of Transmittal but at an address other
than that shown in the box entitled "Description of Shares Tendered" or
"Description of Rights Tendered" on the reverse hereof, the appropriate boxes
on the reverse of this Letter of Transmittal must be completed.
8. WAIVER OF CONDITIONS. The conditions to the Offer may be waived by the
Purchaser in whole or in part at any time and from time to time in its sole
discretion.
9. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Dealer Manager or the
Information Agent at their respective addresses or telephone numbers set forth
below. Additional copies of the Offer to Purchase, the First Supplement, the
Second Supplement, this Letter of Transmittal and the revised Notice of
Guaranteed Delivery may be obtained from the Information Agent or the Dealer
Manager or from brokers, dealers, commercial banks or trust companies.
10. SUBSTITUTE FORM W-9. Each tendering shareholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to certify, under penalties of perjury, that such number is correct and
that such shareholder is not subject to backup withholding of federal income
tax. If a tendering shareholder has been notified by the Internal Revenue
Service that such shareholder is subject to backup withholding, such
shareholder must cross out item (2) of the Certification box of the Substitute
Form W-9, unless such shareholder has since been notified by the Internal
Revenue Service that such shareholder is no longer subject to backup
withholding. Failure to provide the information on the Substitute Form W-9 may
subject the tendering shareholder to 31% federal income tax withholding on the
payment of the purchase price of all Shares purchased from such shareholder.
If the tendering shareholder has not been issued a TIN and has applied for one
or intends to apply for one in the near future, such shareholder should write
"Applied For" in the space provided for the TIN in Part I of the Substitute
Form W-9, and sign and date the Substitute Form W-9. If "Applied For" is
written in Part l and the Depositary is not provided with a TIN within 60
days, the Depositary will withhold 31% on all payments of the purchase price
to such shareholder until a TIN is provided to the Depositary.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES
AND CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS) OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE (AS
DEFINED IN THE SECOND SUPPLEMENT).
11
<PAGE>
IMPORTANT TAX INFORMATION
Under the federal income tax law, a shareholder whose tendered Shares are
accepted for payment is required by law to provide the Depositary (as payer)
with such shareholder's correct TIN on Substitute Form W-9 below. If such
shareholder is an individual, the TIN is such shareholder's social security
number. If the Depositary is not provided with the correct TIN, the
shareholder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, payments that are made to such shareholder with respect
to Shares purchased pursuant to the Offer may be subject to backup withholding
of 31%.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a Form W-8, Certificate of Foreign
Status, signed under penalties of perjury, attesting to such individual's
exempt status. Forms of such statements can be obtained from the Depositary.
See the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the shareholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will
be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained from the Internal Revenue
Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a shareholder
with respect to Shares purchased pursuant to the Offer, the shareholder is
required to notify the Depositary of such shareholder's correct TIN by
completing the form below certifying (a) that the TIN provided on Substitute
Form W-9 is correct (or that such shareholder is awaiting a TIN), and (b) that
(i) such shareholder has not been notified by the Internal Revenue Service
that such shareholder is subject to backup withholding as a result of a
failure to report all interest or dividends or (ii) the Internal Revenue
Service has notified such shareholder that such shareholder is no longer
subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Shares
tendered hereby. If the Shares are in more than one name or are not in the
name of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance
on which number to report. If the tendering shareholder has not been issued a
TIN and has applied for a number or intends to apply for a number in the near
future, the shareholder should write "Applied For" in the space provided for
the TIN in Part I, and sign and date the Substitute Form W-9. If "Applied For"
is written in Part I and the Depositary is not provided with a TIN within 60
days, the Depositary will withhold 31% of all payments of the purchase price
to such shareholder until a TIN is provided to the Depositary.
12
<PAGE>
ALL TENDERING SHAREHOLDERS MUST COMPLETE THE FOLLOWING:
PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK
PART I--Taxpayer
Identification Number--
SUBSTITUTE
FOR ALL Enter taxpayer ----------------------
ACCOUNTS identification number in Social Security
the box at right. (For most Number
individuals, this is your
social security number. If
you do not have a number,
see Obtaining a Number in
the enclosed Guidelines.)
Certify by signing and
dating below. Note: If the
account is in more than one
name, see the chart in the
enclosed Guidelines to
determine which number to
give the payer.
FORM W-9
----------------------
DEPARTMENT OF Employer
THE TREASURY Identification Number
INTERNAL PART II--For Payees Exempt From Backup Withholding,
REVENUE see the enclosed Guidelines and complete as
instructed therein.
--------------------------------------------------------
OR CERTIFICATION--Under penalties of perjury, I certify
that:
NUMBER
(1) The number shown on this form is my correct
Taxpayer Identification Number (or I am waiting
for a number to be issued to me), and
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER
(2) I am not subject to backup withholding either
because I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to
backup withholding as a result of failure to
report all interest or dividends, or the IRS has
notified me that I am no longer subject to backup
withholding.
CERTIFICATE INSTRUCTIONS--You must cross out item (2)
above if you have been notified by the IRS that you
are subject to backup withholding because of
underreporting interest or dividends on your tax
return. However, if after being notified by the IRS
that you were subject to backup withholding you
received another notification from the IRS that you
are no longer subject to backup withholding, do not
cross out item (2). (Also see instructions in the
enclosed Guidelines.)
--------------------------------------------------------
SIGNATURE: ________________________ DATE: ______, 199
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
THE INFORMATION AGENT FOR THE OFFER IS:
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 DEALER MANAGER FOR THE OFFER IS:
SALOMON BROTHERS INC
Seven World Trade Center
New York, New York 10048
(212) 783-7292 (Call Collect)
June 16, 1997
13
<PAGE>
EXHIBIT 99.(A)(27)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
CIRCON CORPORATION
TO
USS ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
UNITED STATES SURGICAL CORPORATION
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This revised Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the Offer (as defined below) if (i)
certificates ("Share Certificates") evidencing shares of common stock, par
value $0.01 per share (the "Shares") of Circon Corporation, a Delaware
corporation (the "Company"), and/or, if applicable, certificates (the "Rights
Certificates") for the associated preferred share purchase rights (the
"Rights") issued pursuant to the Preferred Shares Rights Agreement, dated as
of August 14, 1996, between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (the "Rights Agreement"), are not immediately
available (including, if a Distribution Date (as defined in the First
Supplement dated December 18, 1996 (the "First Supplement")) has occurred,
because certificates for Rights have not been distributed by the Company),
(ii) time will not permit all required documents to reach First Chicago Trust
Company of New York, as Depositary (the "Depositary"), prior to the Expiration
Date (as defined in Section 1 of the Second Supplement dated June 16, 1997
(the "Second Supplement")) or (iii) the procedure for book-entry transfer
cannot be completed on a timely basis. This Notice of Guaranteed Delivery may
be delivered by hand or transmitted by telegram, facsimile transmission or
mail to the Depositary. See Section 2 of the Offer to Purchase (as defined
below), the First Supplement and the Second Supplement.
THE DEPOSITARY FOR THE OFFER IS:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By Mail: By Hand: By Overnight
Courier:
Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges
P.O. Box 2569--Suite c/o The Depository Trust Company 14 Wall Street
4660 55 Water Street, DTC TAD Suite 4680--8th
Jersey City, New Vietnam Veterans Memorial Plaza Floor-CIR
Jersey New York, NY 10041 New York, New York
07303-2569 10005
Facsimile Transmission:
(201) 222-4720
or
(201) 222-4721
Confirm Receipt of Notice of Guaranteed Delivery by Telephone:
(201) 222-4707
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
1
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to USS Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of United States
Surgical Corporation, a Delaware corporation ("Parent"), upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated August 2,
1996 (the "Offer to Purchase"), as amended and supplemented by the First
Supplement and the Second Supplement, and the revised Letter of Transmittal
(which, as amended from time to time, together constitute the "Offer"),
receipt of each of which is hereby acknowledged, the number of Shares and
Rights specified below pursuant to the guaranteed delivery procedures
described in Section 2 of the Offer to Purchase, as amended and supplemented
by the First Supplement and the Second Supplement.
Number of Shares:
- ------------------------------------------
Number of Rights:
- ------------------------------------------
Certificate Nos. (if available):
- ------------------------------------------
Share Certificates
- ------------------------------------------
Right Certificates
Check ONE box if Shares or Rights will be tendered by book-entry transfer:
[ ] The Depository Trust Company
[ ] Philadelphia Depositary Trust
Company
Account Number:
- ------------------------------------------
Dated:
_________________________________________,
Name(s) of Record Holder(s):
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PLEASE PRINT
Address(es):
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
ZIP CODE
Company Area Code and Tel. No.:
- ------------------------------------------
Area Code and Tel. No.:
- ------------------------------------------
Signature(s):
- -------------------------------------------------------------------------------
2
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a firm that is a commercial bank, broker, dealer, credit
union, savings association or other entity which is a member in good standing
of the Securities Transfer Agents Medallion Program, the New York Stock
Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion
Program hereby (a) represents that the tender of Shares and/or Rights effected
hereby complies with Rule 14e-4 of the Securities Exchange Act of 1934, as
amended, and (b) guarantees delivery to the Depositary, at one of its
addresses set forth above, of certificates evidencing the Shares and/or Rights
tendered hereby in proper form for transfer, or confirmation of book-entry
transfer of such Shares and/or Rights into the Depositary's accounts at The
Depository Trust Company or the Philadelphia Depositary Trust Company, in each
case with delivery of a properly completed and duly executed revised Letter of
Transmittal (or a facsimile thereof) with any required signature guarantees,
or an Agent's Message (as defined in Section 2 of the Offer to Purchase), and
any other documents required by the revised Letter of Transmittal, within (a)
in the case of Shares, three Nasdaq National Market trading days after the
date of execution of this Notice of Guaranteed Delivery and (b) in the case of
Rights, within a period ending on the later of (i) three Nasdaq National
Market trading days after the date of execution of this Notice of Guaranteed
Delivery or (ii) three Nasdaq National Market trading days after the date on
which the certificates for the Rights are distributed to holders of Shares by
the Company.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the revised Letter of Transmittal
and the certificates for Shares and/or Rights to the Depositary within the
time period shown herein. Failure to do so could result in financial loss to
such Eligible Institution.
- -------------------------------------------------------------------------------
NAME OF FIRM
- -------------------------------------------------------------------------------
ADDRESS
- -------------------------------------------------------------------------------
ZIP CODE
Area Code and Tel. No.:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
AUTHORIZED SIGNATURE
- -------------------------------------------------------------------------------
TITLE
Name:
- -------------------------------------------------------------------------------
PLEASE PRINT
Date:
____________________________________, 199
NOTE: DO NOT SEND CERTIFICATES FOR SHARES OR RIGHTS WITH THIS REVISED NOTICE
OF GUARANTEED DELIVERY. CERTIFICATES FOR SHARES OR RIGHTS SHOULD BE SENT WITH
YOUR REVISED LETTER OF TRANSMITTAL.
3
<PAGE>
EXHIBIT 99.(A)(28)
SALOMON BROTHERS INC
-----------------
SALOMON BROTHERS
-----------------
USS ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
UNITED STATES SURGICAL CORPORATION
HAS AMENDED ITS
OFFER TO PURCHASE FOR CASH
AND IS NOW OFFERING TO PURCHASE UP TO AN AGGREGATE OF 973,174
SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
CIRCON CORPORATION
AT
$14.50 NET PER SHARE
- -------------------------------------------------------------------------------
THE OFFER, WITHDRAWAL RIGHTS AND THE PRORATION PERIOD WILL EXPIRE AT 12:00
MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, JULY 14, 1997,
UNLESS THE OFFER IS EXTENDED.
- -------------------------------------------------------------------------------
June 16, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been engaged by USS Acquisition Corp., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of United States Surgical
Corporation, a Delaware corporation ("Parent"), to act as Dealer Manager in
connection with the Purchaser's offer to purchase up to an aggregate of
973,174 shares of common stock, par value $0.01 per share (the "Shares"), of
Circon Corporation, a Delaware corporation (the "Company"), including the
associated preferred share purchase rights (the "Rights") issued pursuant to
the Preferred Shares Rights Agreement, dated as of August 14, 1996, between
the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the
"Rights Agreement"), at a price of $14.50 per Share and Right, net to the
seller in cash, without interest thereon (the "Offer Price"), upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated August
2, 1996 (the "Offer to Purchase"), as amended and supplemented by the
Supplement dated December 18, 1996 (the "First Supplement") and the Second
Supplement dated June 16, 1997 (the "Second Supplement"), and in the revised
Letter of Transmittal (which, as amended from time to time, collectively
constitute the "Offer") enclosed herewith. Unless the context requires
otherwise, all references to Shares herein shall include the Rights, and all
references to the Rights shall include all benefits that may inure to
shareholders of the Company or to the holders of the Rights pursuant to the
Rights Agreement.
ALL SHARES PREVIOUSLY TENDERED ARE BEING RETURNED TO THE TENDERING
SHAREHOLDER. ACCORDINGLY, ANY SHAREHOLDER DESIRING TO TENDER ALL OR ANY
PORTION OF SUCH SHAREHOLDER'S SHARES AND RIGHTS MUST TENDER OR RETENDER SUCH
SHARES (AND, IF APPLICABLE, RIGHTS) USING THE REVISED LETTER OF TRANSMITTAL
AND REVISED NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH.
<PAGE>
Unless the Rights are redeemed prior to the Expiration Date (as defined in
the Second Supplement), holders of Shares will be required to tender one Right
for each Share tendered in order to effect a valid tender of such Shares. If
Right Certificates (as defined in the First Supplement) have been distributed
to holders of Shares prior to the date of tender pursuant to the Offer, Right
Certificates representing a number of Rights equal to the number of Shares
being tendered must be delivered to the Depositary in order for such Shares to
be validly tendered. If Right Certificates have not been distributed prior to
the time Shares are tendered pursuant to the Offer, a tender of Shares without
Rights constitutes an agreement by the tendering shareholder to deliver Right
Certificates representing a number of Rights equal to the number of Shares
tendered pursuant to the Offer to the Depositary within three Nasdaq National
Market trading days after the date Right Certificates are distributed. The
Purchaser reserves the right to require that the Depositary receive such Right
Certificates prior to accepting Shares for payment. Payment for Shares
tendered and purchased pursuant to the Offer will be made only after timely
receipt by the Depositary of, among other things, Right Certificates, if such
certificates have been distributed to holders of Shares. The Purchaser will
not pay any additional consideration for the Rights tendered pursuant to the
Offer.
Holders of Shares and Rights whose certificates evidencing Shares and, if
applicable, Right Certificates, are not immediately available (including if
Right Certificates have not yet been distributed) or who cannot deliver
confirmation of the book-entry transfer of their Shares and, if applicable,
Rights into the Depositary's account at a Book-Entry Transfer Facility ("Book-
Entry Confirmation") and all other documents required hereby to the Depositary
on or prior to the Expiration Date must tender their Shares and, if
applicable, Rights according to the guaranteed delivery procedures set forth
in Section 2 of the Offer to Purchase, as supplemented by the First Supplement
and the Second Supplement. See Instruction 2 of the revised Letter of
Transmittal. Delivery of documents to a Book-Entry Transfer Facility does not
constitute delivery to the Depositary.
THE OFFER, AS AMENDED, IS NO LONGER SUBJECT TO THE MINIMUM CONDITION, THE
BUSINESS COMBINATION CONDITION AND THE RIGHTS CONDITION. SEE SECTION 9 OF THE
SECOND SUPPLEMENT.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, or who hold
Shares registered in their own names, we are enclosing the following
documents:
1. The Second Supplement, dated June 16, 1997;
2. A revised Letter of Transmittal to be used by holders of Shares in
accepting the Offer and tendering Shares and/or Rights;
3. A revised Notice of Guaranteed Delivery to be used to accept the Offer
if the certificates evidencing such Shares and/or Rights are not
immediately available (including if certificates for Rights have not yet
been distributed) or time will not permit all required documents to reach
the Depositary (as defined in the Offer to Purchase) prior to the
Expiration Date (as defined in the Second Supplement) or the procedure for
book-entry transfer cannot be completed on a timely basis;
4. A revised letter which may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your nominees,
with space provided for obtaining such clients' instructions with regard to
the Offer;
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. A return envelope addressed to the Depositary.
2
<PAGE>
In order to take advantage of the Offer, a duly executed and properly
completed revised Letter of Transmittal and any other required documents
should be sent to the Depositary and certificates representing the tendered
Shares and, if applicable, Rights should be delivered, or such Shares and, if
applicable, Rights should be tendered by book-entry transfer, all in
accordance with the instructions set forth in the revised Letter of
Transmittal, the Offer to Purchase, the First Supplement and the Second
Supplement. All Shares previously tendered are being returned to the tendering
shareholders. The enclosed revised Letter of Transmittal and revised Notice of
Guaranteed Delivery must be used to tender or retender Shares (and, if
applicable, Rights). Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and conditions of
any such extension or amendment), the Purchaser will purchase, by accepting
for payment, and will pay for up to an aggregate of 973,174 Shares (and, if
applicable, the Rights) validly tendered and not withdrawn prior to the
Expiration Date promptly after the Expiration Date. For purposes of the Offer,
the Purchaser will be deemed to have accepted for payment, and thereby
purchased, tendered Shares (and, if applicable, Rights) as, if and when the
Purchaser gives oral or written notice to the Depositary of the Purchaser's
acceptance of such Shares and Rights for payment pursuant to the Offer. If
more than 973,174 Shares are validly tendered prior to the Expiration Date and
not properly withdrawn, the Purchaser will, upon the terms and subject to the
conditions of the Offer, accept for payment and pay for only 973,174 Shares,
on a pro rata basis, with adjustments to avoid purchases of fractional Shares,
based upon the number of Shares validly tendered prior to the Expiration Date
and not properly withdrawn. See Section 1 of the Second Supplement. In all
cases, payment for Shares and Rights purchased pursuant to the Offer will be
made only after timely receipt by the Depositary of (i) the certificates or
timely confirmation of a book-entry transfer of such Shares (and, if
applicable, Rights), if such procedure is available, into the Depositary's
account at The Depository Trust Company or the Philadelphia Depositary Trust
Company pursuant to the procedures set forth in Section 2 of the Offer to
Purchase as amended and supplemented by the First Supplement and the Second
Supplement, (ii) the revised Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
or an Agent's Message (as defined in Section 2 of the Offer to Purchase) and
(iii) any other documents required by the revised Letter of Transmittal.
The Purchaser will not pay any fees or commissions to any broker or dealer
or any other person (other than the Dealer Manager, the Information Agent and
the Depositary as described in Section 16 of the Offer to Purchase) in
connection with the solicitation of tenders of Shares pursuant to the Offer.
The Purchaser will, however, upon request, reimburse you for customary mailing
and handling expenses incurred by you in forwarding the enclosed materials to
your clients.
The Purchaser will pay any stock transfer taxes incident to the transfer to
it of validly tendered Shares and Rights, except as otherwise provided in
Instruction 6 of the revised Letter of Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JULY 14, 1997, UNLESS
THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed revised Letter of Transmittal (or a facsimile thereof), with any
required signature guarantees and any other required documents, should be sent
to the Depositary, and certificates evidencing the tendered Shares (and, if
applicable, Rights) should be delivered or such Shares (and, if applicable,
Rights) should be tendered by book-entry transfer, all in accordance with the
Instructions set forth in the revised Letter of Transmittal and the Offer to
Purchase as amended and supplemented by the First Supplement and the Second
Supplement.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents to the Depositary prior
to the Expiration Date or to comply with the procedures for
3
<PAGE>
book-entry transfer on a timely basis, a tender may be effected by following
the guaranteed delivery procedures specified under Section 2 of the Offer to
Purchase as amended and supplemented by the First Supplement and the Second
Supplement.
Any inquiries you may have with respect to the Offer should be addressed to
Salomon Brothers Inc, the Dealer Manager, or Kissel-Blake Inc., the
Information Agent, at their respective addresses and telephone numbers set
forth on the back cover page of the Offer to Purchase, the First Supplement
and the Second Supplement.
Additional copies of the enclosed materials and the Offer to Purchase and
the First Supplement may be obtained by calling Kissel-Blake Inc., the
Information Agent, collect at (212) 344-6733 or toll-free at (800) 554-7733,
from the undersigned, Salomon Brothers Inc, telephone (212) 783-7292, or from
brokers, dealers, commercial banks or trust companies.
Very truly yours,
SALOMON BROTHERS INC
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF PARENT, THE PURCHASER, THE COMPANY, THE
DEPOSITARY, THE INFORMATION AGENT OR THE DEALER MANAGER, OR ANY AFFILIATE OF
ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT
OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER
OTHER THAN THE DOCUMENTS ENCLOSED AND THE STATEMENTS CONTAINED THEREIN.
4
<PAGE>
EXHIBIT 99.(A)(29)
OFFER TO PURCHASE FOR CASH
UP TO AN AGGREGATE OF 973,174 SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
CIRCON CORPORATION
AT
$14.50 NET PER SHARE
BY
USS ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
UNITED STATES SURGICAL CORPORATION
- -------------------------------------------------------------------------------
THE OFFER, WITHDRAWAL RIGHTS AND THE PRORATION PERIOD WILL EXPIRE AT 12:00
MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, JULY 14, 1997,
UNLESS THE OFFER IS EXTENDED.
- -------------------------------------------------------------------------------
June 16, 1997
To Our Clients:
Enclosed for your consideration is the Second Supplement dated June 16, 1997
(the "Second Supplement") to the Offer to Purchase, dated August 2, 1996 (the
"Offer to Purchase"), as supplemented by the Supplement dated December 18,
1996 (the "First Supplement"), and the revised Letter of Transmittal (which,
as amended from time to time, collectively constitute the "Offer") in
connection with the Offer by USS Acquisition Corp., a Delaware corporation
(the "Purchaser") and a wholly owned subsidiary of United States Surgical
Corporation, a Delaware corporation ("Parent"), to purchase up to an aggregate
of 973,174 shares of common stock, par value $0.01 per share (the "Shares") of
Circon Corporation, a Delaware corporation (the "Company") including the
associated preferred share purchase rights (the "Rights") issued pursuant to
the Preferred Shares Rights Agreement, dated as of August 14, 1996, between
the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the
"Rights Agreement"), at a price of $14.50 per Share (and Right), net to the
seller in cash, without interest thereon (the "Offer Price"), upon the terms
and subject to the conditions set forth in the Offer.
Unless the Rights are redeemed prior to the Expiration Date (as defined in
the Second Supplement), holders of Shares will be required to tender one Right
for each Share tendered in order to effect a valid tender of such Share. If
Right Certificates (as defined in the First Supplement) have been distributed
to holders of Shares prior to the date of tender pursuant to the Offer, Right
Certificates representing a number of Rights equal to the number of Shares
being tendered must be delivered to the Depositary in order for such Shares to
be validly tendered. If Right Certificates have not been distributed prior to
the time Shares are tendered pursuant to the Offer, a tender of Shares without
Rights constitutes an agreement by the tendering stockholder to deliver Right
Certificates representing a number of Rights equal to the number of Shares
tendered pursuant to the Offer to the Depositary within three Nasdaq National
Market trading days after the date Right Certificates are distributed. The
Purchaser reserves the right to require that the Depositary receive such Right
Certificates prior to
<PAGE>
accepting Shares for payment. Payment for Shares tendered and purchased
pursuant to the Offer will be made only after timely receipt by the Depositary
of, among other things, Right Certificates, if such certificates have been
distributed to holders of Shares. The Purchaser will not pay any additional
consideration for the Rights tendered pursuant to the Offer. Unless the
context requires otherwise, all references to Shares herein shall include the
Rights, and all references to the Rights shall include all benefits that may
inure to shareholders of the Company or to the holders of the Rights pursuant
to the Rights Agreement.
Holders whose certificates for Shares and, if applicable, Right
Certificates, are not immediately available (including, if Right Certificates
have not yet been distributed) or who cannot deliver confirmation of the book-
entry transfer of their Shares and, if applicable, Rights into the
Depositary's account at a Book-Entry Transfer Facility ("Book-Entry
Confirmation") and all other documents required hereby to the Depositary on or
prior to the Expiration Date must tender their Shares and, if applicable,
Rights according to the guaranteed delivery procedures set forth in Section 2
of the Offer to Purchase, as supplemented by the First Supplement and the
Second Supplement. See Instruction 2 of the revised Letter of Transmittal.
Delivery of documents to a Book-Entry Transfer Facility does not constitute
delivery to the Depositary.
THE MATERIAL IS BEING SENT TO YOU AS THE BENEFICIAL OWNER OF SHARES HELD BY
US FOR YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. WE ARE THE HOLDER OF
RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE
MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE
REVISED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY
AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
ALL SHARES PREVIOUSLY TENDERED ARE BEING RETURNED TO THE TENDERING
SHAREHOLDERS. ACCORDINGLY, ANY PREVIOUSLY TENDERING SHAREHOLDER DESIRING TO
TENDER ALL OR ANY PORTION OF SUCH SHAREHOLDER'S SHARES AND RIGHTS MUST
RETENDER SUCH SHARES.
We request instructions as to whether you wish to have us tender or retender
on your behalf any or all of the Shares and Rights held by us for your
account, upon the terms and subject to the conditions set forth in the Offer.
Your attention is invited to the following:
1. The tender price has been decreased to $14.50 per Share, including the
associated Right, net to the seller in cash, without interest thereon and
the Offer is no longer subject to the Minimum Condition, the Business
Combination Condition or the Rights Condition (each as defined in the First
Supplement).
2. The Offer, withdrawal rights and the proration period will expire at
12:00 Midnight, New York City time, on Monday, July 14, 1997, unless the
Offer is extended.
3. The Offer is being made for up to an aggregate of 973,174 shares.
4. If more than 973,174 Shares are validly tendered prior to the
Expiration Date and not properly withdrawn, the Purchaser will, upon the
terms and subject to the conditions of the Offer, accept for payment and
pay for only 973,174 Shares, on a pro rata basis, with adjustments to avoid
purchases of fractional Shares, based upon the number of Shares validly
tendered prior to the Expiration Date and not properly withdrawn.
5. The Offer is not conditioned on the receipt of financing.
2
<PAGE>
6. Tendering shareholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the revised Letter
of Transmittal, stock transfer taxes on the purchase of Shares and/or
Rights by Purchaser pursuant to the Offer.
The Offer is made solely by the Offer to Purchase as amended and
supplemented by the First Supplement and the Second Supplement and the revised
Letter of Transmittal. The Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares in any jurisdiction in which
the making of the Offer or the acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction. Neither the
Purchaser nor Parent is aware of any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. To the extent the Purchaser or Parent becomes aware of any
state law that would limit the class of offerees in the Offer, the Purchaser
will amend the Offer and, depending on the timing of such amendment, if any,
will extend the Offer to provide adequate dissemination of such information to
such holders of shares prior to the expiration of the Offer. In any
jurisdiction the securities, blue sky or other laws of which require the Offer
to be made by a licensed broker or dealer, the Offer is being made on behalf
of the Purchaser by the Dealer Manager or one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
If you wish to have us tender or retender any or all of your Shares, please
so instruct us by completing, executing and returning to us the instruction
form contained in this letter. An envelope in which to return your
instructions to us is enclosed. If you authorize the tender of your Shares,
all such Shares (and Rights) will be tendered unless otherwise specified on
the instruction form contained in this letter. Your instructions should be
forwarded to us in ample time to permit us to submit a tender on your behalf
prior to the expiration of the Offer.
3
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
UP TO AN AGGREGATE OF 973,174 COMMON SHARES
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
CIRCON CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed
Second Supplement dated June 16, 1997 to the Offer to Purchase, dated August
2, 1996, as amended and supplemented by the First Supplement dated December
18, 1996 and the revised Letter of Transmittal (which, as amended from time to
time, collectively constitute the "Offer"), in connection with the Offer by
USS Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly
owned subsidiary of United States Surgical Corporation, a Delaware corporation
("Parent"), to purchase up to an aggregate of 973,174 shares of common stock,
par value $0.01 per share (the "Shares"), of Circon Corporation, a Delaware
corporation (the "Company"), including the associated preferred share purchase
rights (the "Rights") issued pursuant to the Preferred Shares Rights
Agreement, dated as of August 14, 1996, between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (the "Rights Agreement"), at a
price equal to $14.50 per Share and associated Right, net to the seller in
cash, without interest thereon.
This will instruct you to tender to the Purchaser the number of Shares and
Rights indicated below (or, if no number is indicated below, all Shares and
Rights) held by you for the account of the undersigned, upon the terms and
subject to the conditions set forth in the Offer.
Number of Shares to be Tendered*
___________________________________ Shares
___________________________________ Rights
Account Number: __________________________
Dated: __________________________________,
SIGN HERE
- -------------------------------------------------------------------------------
Signature(s)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please type or print name(s)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please type or print address(es) here
- ------------------------------------------
Area Code and Telephone Number
- ------------------------------------------
Taxpayer Identification or
Social Security Number(s)
- --------
* Unless otherwise indicated, it will be assumed that all Shares and Rights
held by us for your account are to be tendered.
4
