SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Circon Corp
(Name of Issuer)
Common Stock ($0.01 Par
Value)
(Title of Class of Securities)
(CUSIP Number) 172736100
MICHAEL F. PRICE, HEINE SECURITIES CORPORATION
51 JOHN F. KENNEDY PARKWAY
SHORT HILLS, NJ 07078 (201) 912-
2152
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 30, 1996
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [X]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies should be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the following page(s))
Page 1 of 10 pages
<PAGE>
CUSIP No. 172736100 13D Page 2 of 10
Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heine Securities Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF INCORPORATION Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 814,700(See Items 2 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 814,700(See Items 2 and 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 814,700(See Items 2 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5% (See Items 2 and 5)
14 TYPE OF REPORTING PERSON* IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 172736100 13D Page 3 of 10
Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael F. Price
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF INCORPORATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES N/A (See Items 2 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 814,700(See Items 2 and 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING N/A (See Items 2 and 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH 814,700(See Items 2 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 814,700(See Items 2 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5% (See Items 2 and 5)
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this Statement
relates is the Common Stock (the "Common Stock ") of Circon
Corp, a Delaware corporation (the "Issuer"). The Issuer's
principal executive offices are located at 6500 Hollister
Avenue, Santa Barbara, CA 93117-3019.
Item 2. Identity and Background
(a-c) This Statement is being filed by Heine Securities
Corporation ("HSC"), a Delaware corporation, whose principal
and executive offices are located at 51 John F. Kennedy
Parkway, Short Hills, New Jersey 07078. HSC is an investment
adviser registered with the U.S. Securities and Exchange
Commission ("SEC") under the Investment Advisers Act of
1940, as amended. One or more of HSC's advisory clients is
the beneficial owner of the securities covered by this
statement. Pursuant to investment advisory agreements with
each of its advisory clients, HSC has sole investment
discretion and voting authority with respect to such
securities.
This Statement is also being filed by Michael F. Price.
Michael F. Price is President of HSC, in which capacity he
exercises voting control and dispositive power over the
securities reported herein by HSC. Mr. Price, therefore, may
be deemed to have indirect beneficial ownership over such
securities. Neither Mr. Price nor HSC has any interest in
dividends or proceeds from the sale of such securities, owns
any shares for their own account and disclaims beneficial
ownership of all securities reported herein.
The name, residence or business address, and the principal
occupation or employment and the name, principal business
and address of any corporation or other organization in
which such employment is conducted, of each executive
officer and director and each controlling person, if any, of
HSC is set forth in Exhibit A hereto.
(d-e) During the last five years, neither HSC nor, to the
best of HSC's knowledge, any person listed in Exhibit A
attached hereto (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to, a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) To the best of HSC's knowledge, each of the individuals
listed on Exhibit A attached hereto is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration
The securities reported herein were acquired with funds of
approximately $14.85 million (including brokerage
commissions). All such funds were provided from working
capital of HSC's respective advisory clients.
Item 4. Purpose of Transaction
The securities covered by this Statement were acquired by
HSC's advisory clients for the purpose of investment. In the
future, HSC may decide to purchase on behalf of its advisory
clients additional shares of the Common Stock or other
securities of the Issuer. In addition, HSC may cause its
advisory clients to dispose of any or all securities of the
Issuer in any manner permitted by applicable securities
laws.
In light of the current tender offer by U.S. Surgical, HSC
urges the Issuer's management to do all that it can to
maximize shareholder value. HSC continues to analyze the
options available to the Issuer from that perspective and
would object strongly to any course of action that would, in
its view, be inconsistent with that objective.
Consistent with the above, HSC intends to communicate its
views to the Issuer's management and other shareholders. In
addition, HSC's advisory clients reserve the right to
exercise any and all of their respective rights as a
stockholder of the Issuer in a manner consistent with their
equity interests.
Neither HSC nor, to the best of HSC's knowledge, any
executive officer or director of HSC, has any present plans
or intentions which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a-b) As the holder of sole voting and investment power
over the securities owned by its advisory clients, HSC (and
therefore Mr. Price) may be deemed to be, for purposes of
Rule 13d-3 under the Securities Exchange Act of 1934, the
beneficial owner of 814,700 shares of the Common Stock
owned by HSC's advisory clients, representing approximately
6.5% of the outstanding shares of the Common Stock. HSC has
the sole power to vote or direct to vote, and the sole power
to dispose or to direct the disposition of the shares of the
Common Stock covered by this Statement. HSC and Mr. Price
disclaim any economic interest or beneficial ownership in
any shares of the Common Stock covered by this Statement.
(c) Exhibit B sets forth all transactions in the shares of
the Common Stock within the past sixty days.
(d) No person other than HSC's advisory clients have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds of the sale of the
securities being reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Except as set forth above, neither HSC nor, to the best of
HSC's knowledge, any of the persons named in Exhibit A
hereto, has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with
respect to any securities of the Issuer, including, but not
limited to, transfer or voting of any securities, finders'
fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or losses,
or the giving or withholding of proxies.
Item 7. Material To Be Filed As Exhibits
Exhibit A Executive Officers and Directors of HSC
Exhibit B Summary of Transactions
Exhibit C Joint Filing Agreement
Signatures
After reasonable 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.
Date: August 30, 1996
/s/ Michael F. Price
President
Heine Securities Corporation
/s/ Michael F. Price
<PAGE>
EXHIBIT A
EXECUTIVE OFFICERS AND DIRECTORS
OF HEINE SECURITIES CORPORATION
Name/Title/ Principal Business
Citizenship Occupation Address
Michael F. Price President and 51 J.F.K. Pkwy
President/Director Director, Short
Hills, NJ
(U.S.) Mutual Series
07078
Fund Inc.
Edward J. Bradley CFO and Treasurer, 51 J.F.K. Pkwy
Treasurer and CFO Mutual Series Short Hills, NJ
(U.S.) Fund Inc. 07078
Elizabeth N. Cohernour Sec'y/Gen. Counsel, 51 J.F.K. Pkwy
Secretary Mutual Series Short Hills, NJ
(U.S.) Mutual Series
07078
<PAGE>
EXHIBIT B
SUMMARY OF TRANSACTIONS
STOCK PURCHASES WITHIN THE LAST SIXTY DAYS:
DATE QUANTITY PRICE
08/05/ 122,300 $ 19.232
96 4
08/05/ 15,000 $ 19.125
96 0
08/05/ 167,700 $ 19.171
96 7
08/12/ 12,000 $ 17.750
96 0
08/12/ 4,500 $ 17.812
96 5
08/12/ 2,500 $ 17.750
96 0
08/12/ 1,100 $ 17.750
96 0
08/12/ 1,400 $ 17.750
96 0
08/13/ 12,000 $ 17.739
96 6
08/13/ 3,300 $ 17.812
96 5
08/15/ 10,000 $ 16.937
96 5
08/16/ 101,300 $ 17.555
96 2
08/16/ 75,000 $ 17.645
96 0
08/21/ 124,400 $ 17.627
96 9
08/21/ 3,000 $ 17.625
96 0
08/22/ 86,100 $ 17.625
96 0
08/23/ 73,100 $ 17.616
96 5
Total 814,700
<PAGE>
EXHIBIT C
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended, the undersigned
hereby agree to the joint filing with each other of the
attached statement on Schedule 13D and to all amendments to
such statement and that such statement and all amendments to
such statement is made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute
this agreement on August 30, 1996.
HEINE SECURITIES CORPORATION
By:___________________________
Michael F. Price,
President
MICHAEL F. PRICE
______________________________
