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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CIRCON CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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VOTE FOR CIRCON
CIRCON
FELLOW CIRCON SHAREHOLDERS:
CIRCON'S SALES AND PROFITS ARE GROWING STRONGLY. Our strategic plan calls for
the value of the Company to continue to grow and shareholders to be rewarded
accordingly.
U.S. Surgical (USSC) wants this value for themselves and THEY WANT TO PAY AS
LITTLE AS POSSIBLE. They have spent MILLIONS of dollars to further their
CAUSE. WHY? BECAUSE THEY EXPECT ENORMOUS PROFITS BY ACQUIRING CIRCON AT A
BARGAIN PRICE!
Our INDEPENDENT board members have carefully considered USSC's proposals. The
Board's overwhelming conclusion:
NOW IS THE WRONG TIME TO SELL
DON'T VOTE FOR U.S. SURGICAL'S NOMINEES
We think you will reach the same conclusion if you consider these three facts:
1. Current results show that the CIRCON STRATEGIC PLAN IS WORKING --
sales and profits are accelerating. Selling the Company now, deprives
shareholders of the real value of an investment in Circon.
2. The hand-picked USSC NOMINEES ARE NOT INDEPENDENT -- USSC has given
each of these nominees $100,000 in stock and agreed to indemnify
them. YOU DON'T WANT THESE INDIVIDUALS NEGOTIATING WITH USSC ON YOUR
BEHALF!
3. CIRCON'S BOARD MEMBERS, who own over 15% of the Company, have one
objective -- MAXIMIZING THE VALUE OF YOUR CIRCON INVESTMENT FOR YOU,
our shareholders. USSC's nominees have another objective -- forcing
a quick sale of the Company as USSC has requested.
DON'T LEAVE MONEY ON THE TABLE!
TAKE THE ACTION THAT IS IN YOUR BEST INTEREST, NOT THE INTEREST OF USSC
VOTE THE WHITE PROXY CARD FOR CIRCON
Sincerely,
/s/ RICHARD A. AUHLL
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Richard A. Auhll
President and Chairman of the Board
Even if you have already voted the blue card, you can revoke your vote now by
executing the WHITE card today or by simply calling our proxy solicitor D.F.
King at (800) 628-8510. Ask for Ann Bekesh or John Cornwell. They can also
answer any questions you may have regarding voting your proxy.
