Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A)
of the Securities Exchange Act of 1934
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[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
Circon Corporation
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(Name of Registrant as Specified in its Charter)
United States Surgical Corporation
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(Name of Person Filing Proxy Statement)
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AN OPEN NOTICE TO CIRCON SHAREHOLDERS:
WE NEED YOUR VOTE
[U.S. SURGICAL LETTERHEAD]
Circon Shareholders:
WHERE'S YOUR MONEY?
It is unconscionable that more than 12 months have passed
since U.S. Surgical made its first cash offer for all of
the outstanding shares of Circon Corporation. U.S.
Surgical's tender offers have received overwhelming
support from Circon's shareholders. Our last partial
offer was oversubscribed by 400% and understandably so:
shareholders want their money.
THE VAST MAJORITY OF SHAREHOLDERS HAVE YET TO
RECEIVE ONE SINGLE PENNY
HOW IS THIS POSSIBLE?
We believe it is because of greed. We think it is clear
that Circon's management and Board of Directors don't
want to sell the Company for fear of losing their jobs
and all the executive perks.
Instead they adopted a "poison pill" which made it
prohibitively expensive for any bidder to acquire Circon
without their approval, even if supported by the vast
majority of shareholders.
TAKE THE FIRST STEP TO ELIMINATE THE OBSTACLE
THAT PREVENTS YOU FROM MAXIMIZING THE VALUE
OF YOUR CIRCON SHARES
You now have an opportunity to take an important first
step in controlling your destiny by removing the obstacle
separating you from the cash being offered for your
shares by U.S. Surgical.
VOTE THE BLUE PROXY CARD
The long awaited Circon Annual Shareholders Meeting is
scheduled for October 6, 1997. Take action against
Circon's entrenched Board that has ignored the will of
the shareholders who elected them. Vote the BLUE proxy
card to replace two current directors with the two new
directors who are committed to your wishes to sell Circon
and for the Maximize Value Resolution.
IMPORTANT
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If you need assistance or information please call our
Proxy Solicitors: Kissel-Blake Inc. at (800) 554-7733
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