SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CIRCON CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
172736-10-0
(CUSIP Number)
Peter M. Schoenfeld Thomas Sandell
P. Schoenfeld Asset Management LLC Sandell Asset Management Corp.
1330 Avenue of the Americas 65 East 55th Street
New York, NY 10019 New York, NY 10019
Jeffrey E. Schwarz
Metropolitan Capital Advisors, Inc.
660 Madison Avenue
20th Floor
New York, NY 10021
-----------------------
with copies to:
Robert W. Forman, Esq.
Shapiro Forman & Allen LLP
380 Madison Avenue, 25th Floor
New York, NY 10017
212-972-4900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 15, 1998
(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 the statement |_|.
Page 1 of 67 Pages
<PAGE>
CUSIP NO. 172736-10-0 Page 2 of 67 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Circon Shareholders Committee(1)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(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 ORGANIZATION
New York
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,230,715
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,715(2)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
OO
________________________________________________________________________________
- ----------
(1) Consists of P. Schoenfeld Asset Management, LLC, Sandell Asset Management
Corp., Metropolitan Capital III, Inc., and Metropolitan Capital Advisors,
Inc., each of whom joins in this filing, and each of whom denies beneficial
ownership of the shares beneficially owned by the other members of the
Committee.
(2) Represents shares beneficially owned separately by each Committee member.
<PAGE>
CUSIP NO. 172736-10-0 Page 3 of 67 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Peter M. Schoenfeld
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,230,715
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
251,055
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,055
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE>
CUSIP NO. 172736-10-0 Page 4 of 67 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
P. Schoenfeld Asset Management, LLC
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,230,715
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
251,055
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,055
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
BD, IA, OO
________________________________________________________________________________
<PAGE>
CUSIP NO. 172736-10-0 Page 5 of 67 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Thomas Sandell
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Swedish
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,230,715
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
575,996
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,996
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE>
CUSIP NO. 172736-10-0 Page 6 of 67 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Castlerigg Master Investments, Ltd.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
WC, OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
575,996
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
575,996
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,996
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
<PAGE>
CUSIP NO. 172736-10-0 Page 7 of 67 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sandell Asset Management Corp.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,230,715
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
575,996
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,996
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
<PAGE>
CUSIP NO. 172736-10-0 Page 8 of 67 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Metropolitan Capital Advisors, Inc.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,230,715
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
243,535
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
243,535
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
<PAGE>
CUSIP NO. 172736-10-0 Page 9 of 67 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bedford Falls Investors, LP
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
243,535
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
243,535
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
243,535
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
________________________________________________________________________________
<PAGE>
CUSIP NO. 172736-10-0 Page 10 of 67 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Metropolitan Capital Advisors International, Ltd.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
WC, OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
160,129
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
160,129
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,129
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
<PAGE>
CUSIP NO. 172736-10-0 Page 11 of 67 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Metropolitan Capital III, Inc.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,230,715
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
160,129
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,129
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
<PAGE>
CUSIP NO. 172736-10-0 Page 12 of 67 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jeffrey E. Schwarz
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
00
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,246,215
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
419,164
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
419,164
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE>
CUSIP NO. 172736-10-0 Page 13 of 67 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Karen Finerman
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
00
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,246,215
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
419,164
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
419,164
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE>
CUSIP NO. 172736-10-0 Page 14 of 67 Pages
STATEMENT FOR SCHEDULE 13D
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates is the
common stock (the "Common Stock") of Circon Corporation, a Delaware corporation
(the "Company"), whose principal executive office is located at 6500 Hollister
Avenue, Santa Barbara, CA 93117-3019.
Item 2. Identity and Background.
(a) This Statement is filed on behalf of the Circon Shareholders Committee
(the "Committee"), P. Schoenfeld Asset Management, LLC ("PSAM"), Sandell Asset
Management Corp. ("SAMC"), Metropolitan Capital Advisors, Inc. ("Metropolitan
Capital"), Metropolitan Capital III, Inc.("Metropolitan III"), Peter M.
Schoenfeld ("Schoenfeld"), Thomas Sandell ("Sandell"), Castlerigg Master
Investments, Ltd. (the "Master Fund"), Bedford Falls Investors, L.P.
("Bedford"), Metropolitan Capital Advisors International, Ltd. ("Metropolitan
International") Jeffrey E. Schwarz ("Schwarz") and Karen Finerman ("Finerman")
(all of the foregoing, the "Reporting Persons").
(b) The addresses of the Reporting Persons are as follows:
(i) The Circon Shareholders Committee:
c/o MacKenzie Partners, Inc.
156 Fifth Avenue
New York, NY 10010
(ii) PSAM and Schoenfeld:
P. Schoenfeld Asset Management LLC
1330 Avenue of the Americas
New York, NY 10019
(iii) SAMC, and Sandell:
Sandell Asset Management Corp.
65 East 55th Street
New York, NY 10022
(iv) Metropolitan Capital, Metropolitan III, Metropolitan
International, Bedford, Schwarz and Finerman:
660 Madison Avenue
New York, NY 10021
<PAGE>
CUSIP NO. 172736-10-0 Page 15 of 67 Pages
(c) The principal business of each Reporting Person is as follows:
(i) The Committee, whose members consist of PSAM, SMAC, Metropolitan
Capital and Metropolitan III, was formed solely to nominate and solicit proxies
for the election of two individuals at the Company's 1998 Annual Meeting of
Shareholders (the "Annual Meeting").
(ii) PSAM is registered as a non-clearing broker-dealer and an
investment adviser with the Securities and Exchange Commission and is a
member of the National Association of Securities Dealers, Inc. The
principal business of PSAM is to provide investment advisory services with
respect to global event arbitrage activities to managed accounts (the
"Managed Accounts") and to certain investment partnerships for which
entities controlled by Mr. Schoenfeld serve as the general partner (the
"Partnerships"). The principal occupation of Mr. Schoenfeld is his position
as the Managing Member of PSAM.
(iii) SAMC is the investment manager of the Master Fund, a British
Virgin Islands company. The Master Fund invests and trades in a wide range
of United States and non-United States equity and debt securities and other
financial and investment interests, instruments and property, focusing
primarily on a global event-driven investment strategy. The principal
occupation of Mr. Sandell is his position as principal of SAMC.
(iv) (A) Metropolitan Capital is the sole General Partner of
Metropolitan Capital Advisors, L.P., a Delaware limited partnership.
Metropolitan Capital Advisors, L.P. is the sole General Partner of Bedford,
a Delaware limited partnership.
(B) Metropolitan III, a Delaware corporation, is the sole General
Partner of Metropolitan Capital Partners III, L.P., a Delaware limited
partnership, which is the sole general partner of Metropolitan
International.
(C) Jeffrey E. Schwarz is an individual who is a principal
shareholder, Director, and the Chief Executive Officer, Treasurer and
Secretary of Metropolitan Capital, KJ Advisors, Inc., and Metropolitan
Capital III.
(D) Karen Finerman is an individual who is a principal
shareholder, Director and the President of Metropolitan Capital, KJ
Advisors, Inc., and Metropolitan III.
<PAGE>
CUSIP NO. 172736-10-0 Page 16 of 67 Pages
Metropolitan Capital is a privately owned New York corporation, the
principal business of which is to act as General Partner of Metropolitan
Capital Advisors, L.P. Metropolitan Capital Advisors, L.P. is the sole
General Partner of Bedford, which is in the business of purchasing, for
investment and trading purposes, securities and other financial
instruments.
KJ Advisors, Inc. is a privately owned New York corporation, the
principal business of which is to act as General Partner of Metropolitan
Capital Partners II, L.P. Metropolitan Capital Partners II, L.P. is a
privately owned partnership which provides administrative services to
Bedford and which also renders investment management and advisory services
to institutional and other private investors regarding investment and
trading in securities and other financial instruments. Certain of the
securities of the Company reported herein as beneficially owned by Schwarz
and Finerman are held in a managed brokerage account over which KJ
Advisors, Inc., as General Partner of Metropolitan Capital Partners II,
L.P. has discretionary trading authority (the "Managed Account").
Metropolitan III, is a privately owned Delaware corporation, the
principal business of which is to act as General Partner of Metropolitan
Capital Partners III, L.P. Metropolitan Capital Partners III, L.P. is a
privately owned partnership which renders investment management and
advisory services to Metropolitan International, which is in the business
of purchasing, for investment and trading purposes, securities and other
financial instruments.
(d) No Reporting Person has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and a result of such
<PAGE>
CUSIP NO. 172736-10-0 Page 17 of 67 Pages
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) The citizenship of each Reporting Person is as follows:
(i) The Committee may be considered a New York association.
(ii) PSAM is a New York limited liability company. Schoenfeld is a
United States citizen.
(iii) SAMC and the Master Fund are British Virgin Islands
corporations. Sandell is a Swedish citizen.
(iv) Metropolitan Capital a New York corporation, Metropolitan III is
a Delaware corporation, Bedford is a Delaware limited partnership and
Metropolitan International is a British Virgin Islands Company. Schwarz and
Finerman are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
The source and amount of funds used to acquire the shares (the "Shares") of
Common Stock beneficially owned by each Reporting Person is a follows:
(i) The Committee does not own any shares separately from those owned
by its members.
(ii) The Partnerships and Managed Accounts whose Shares PSAM and
Schoenfeld may be deemed to beneficially own, expended an aggregate of
approximately $3,257,664 (including brokerage commissions, if any) to
purchase the shares of Common Stock which are reported as being
beneficially owned by PSAM and Schoenfeld. The funds for the purchase of
shares owned by the Managed Accounts come from their owners or
shareholders. The funds for the purchase of the shares owned by the
Partnerships were obtained from the working capital of the Partnerships.
The shares of Common Stock held by the Partnerships and the Managed
Accounts may be held through margin accounts maintained with brokers, which
extend margin credit, as and when required to open or carry positions in
such margin accounts, subject to applicable federal margin regulations,
stock exchange rules and the credit policies of such firms. The positions
held in the margin accounts, including the shares of
<PAGE>
CUSIP NO. 172736-10-0 Page 18 of 67 Pages
Common Stock, are pledged as collateral security for the repayment of debit
balances in the respective accounts.
(iii) The aggregate cost of the shares beneficially owned by Sandell,
SMAC and the Master Fund is approximately $9,029,889 (exclusive of
brokerage commissions, if any). The funds for such shares, which are held
by the Master Fund, were contributed by Castlerigg Partners, LP, a Delaware
limited partnership, and Castlerigg International, Ltd., a British Virgin
Islands corporation. The shares of Common Stock held by the Master Fund may
be held through margin accounts maintained with brokers, which extend
margin credit, as and when required to open or carry positions in such
margin accounts, subject to applicable federal margin regulations, stock
exchange rules and the credit policies of such firms. The positions held in
the margin accounts, including the Shares, are pledged as collateral
security for the repayment of debit balances in such accounts.
(iv) The source of the funds used to purchase the Common Stock
beneficially owned by Bedford was working capital and margin borrowing
through brokerage accounts maintained at Bear Stearns & Co. Inc. The
approximate aggregate amount of funds used to purchase such securities for
Bedford Falls Investors, L.P. was $3,883,728 The portion of such funds
provided by margin borrowing is not readily determinable and varies from
time to time as a result of varying margin account availability and other
unrelated, ongoing transactions in such accounts. All such securities were
acquired by open market purchases.
The sources of funds used to purchase Common Stock on behalf of the
Managed Account whose Shares may be deemed to be beneficially owned by
Schwarz and Finerman, was equity capital in the Managed Account and margin
borrowing through a brokerage account maintained at Bear Stearns & Co. Inc.
The approximate aggregate amount of funds used to purchase such securities
for the Managed Account was $245,028. The portion of such funds provided by
margin borrowing is not readily determinable and varies from time to time
as a result of varying margin account availability and other unrelated,
ongoing transactions in the Managed Account. All such securities were
acquired by open market purchases.
The sources of funds used to purchase Common Stock beneficially owned
by Metropolitan International was working capital and margin borrowing
through brokerage accounts maintained at Bear Stearns & Co. Inc. The
approximate aggregate amount of funds used to purchase such securities was
$2,548,775. The portion of such funds provided by margin borrowing is not
readily determinable and varies from time to time as a
<PAGE>
CUSIP NO. 172736-10-0 Page 19 of 67 Pages
result of varying margin account availability and other unrelated ongoing
transactions in such accounts. All such securities were acquired by open
market purchases.
Item 4. Purpose of Transaction.
The shares of Common Stock beneficially owned by the Reporting Persons were
acquired separately by each Reporting Person in the ordinary course of their
respective businesses.
As a result of the unwillingness of the current Board of Directors of the
Company, or certain members thereof, to engage in negotiations with U.S.
Surgical Corporation ("USS") over the two year period during which USS had
proposed to acquire the Company through a cash tender offer, each Reporting
Person has become increasingly skeptical of the Board's commitment to maximize
shareholder value. In light of such history and the public disclosure on October
13, 1998 by Tyco International, Inc. ("Tyco") of the Company's rejection of
Tyco's offer to acquire the Company, Schoenfeld, Schwarz and Sandell decided to
form the Committee to nominate two individuals, and solicit proxies for the
election of such individuals as directors of the Company at its Annual Meeting,
presently scheduled for November 24, 1998.
On October 16, 1998, pursuant to Section 3.2 of the Company's by-laws, the
Committee gave written notice to the Company of its intention to nominate
Jonathan R. Macey and Alain Oberrotman (the "Nominees") for election as
directors at the Annual Meeting. (A copy of such notification is filed herewith
as Exhibit 3). The Committee intends to solicit proxies for the election of the
Nominees, and has retained MacKenzie Partners, Inc. to assist in such
solicitation.
The Reporting Persons believe that it is in the shareholders' best interest
for the Company's Board to seriously pursue the prompt sale of the Company which
includes, without limitation, engaging in good faith negotiations with Tyco. The
Reporting Persons believe that the Nominees share their view that shareholder
value will best be enhanced by the full exploration of the sale of the Company,
and that the Nominees, when elected, will actively pursue such sale or other
appropniate means to maximize shareholder value.
Other than as described above, the Reporting Persons have no present plan
or proposal with respect to the Company. Subject to the Agreement described in
Item 6, which generally precludes the sale of Shares of Common Stock until the
earlier of the execution of a definitive agreement by the Company providing for
the sale of the Company, or the Annual Meeting, each reporting person intends to
review its investment in the Company on a continuing basis and, depending on
various factors, including, without limitation, the Company's performance, the
Company's progress toward shareholder value maximation, including the progress
of the sale process, the price levels of the Common Stock, conditions in the
securities markets and general economic and industry conditions, may take such
actions with respect to its investment as it deems appropriate in light of the
circumstances then existing.
<PAGE>
CUSIP NO. 172736-10-0 Page 20 of 67 Pages
Item 5. Interest in Securities of the Issuer.
(a) and (b) The aggregate percentage of shares of Common Stock reported
owned by the Reporting Persons is based upon 13,396,794 shares outstanding,
which is the total number of shares of Common Stock outstanding as reported in
the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 1998.
(i) As of the close of business on October 15, 1998, the Committee may
be deemed to beneficially own 1,230,715 shares of Common Stock,
constituting approximately 9.2% of the shares outstanding.
(ii) As of the close of business on October 15, 1998, PSAM may be
deemed to have beneficial ownership of 251,055 shares of Common Stock by
virtue of its position as discretionary investment manager to the
Partnerships and Managed Accounts, as the case may be, holding such shares
of Common Stock. Such shares represent 1.9% of the issued and outstanding
shares of Common Stock. PSAM shares voting power and dispositive power over
the shares of Common Stock with Schoenfeld, subject to the Agreement
described in Item 6 by Committee Members with respect to the voting and
holding of their respective shares. Schoenfeld may be deemed to have
Beneficial Ownership of 251,055 shares of Common Stock by virtue of his
position as the Managing Member of PSAM. In addition, Mr. Schoenfeld may be
deemed to be the beneficial owner of 1,230,715 Shares by virtue of the
agreement referred to in Item 6 (see exhibit 4).
(iii) As of the close of business on October 15, 1998, the Master Fund
may be deemed to have beneficial ownership of 575,996 shares, representing
4.3% of the outstanding common stock. By virtue of its position as
Investment Manager of the Master Fund, which holds such shares, SAMC may be
deemed to be beneficial owner of such shares. Sandell, by virtue of his
position as principal of SAMC, may be deemed to have Beneficial Ownership
of the 575,996 shares held by the Master Fund. SAMC and Sandell share
dispositive and voting power over such shares (subject to the Agreement
identified in Item 6 by the Committee Members to hold their shares and vote
their shares for the Nominees). In addition, Mr. Sandell may be deemed to
be the beneficial owner of 1,230,715 Shares by virtue of the agreement
referred to in Item 6.
<PAGE>
CUSIP NO. 172736-10-0 Page 21 of 67 Pages
(iv) As of the close of business on October 15, 1998: (A) Metropolitan
Capital has purchased no shares of Common Stock of the Company solely for
its own account. However, Metropolitan Capital may be deemed to have shared
voting and dispositive power over 243,535 shares representing 1.8% of
Common Stock of the Company beneficially owned by Bedford Falls Investors,
L.P.
(B) Metropolitan Capital III, Inc. has purchased no shares of
Common Stock of the Company solely for its own account. However, by
reason of its position as General Partner of Metropolitan Capital
Partners III, L.P., which has discretionary voting and dispositive
power over the assets of Metropolitan Capital Advisors International
Limited, Metropolitan Capital III, Inc. may be deemed to have shared
voting and dispositive power over the 160,129 shares representing 1.2%
of the Common Stock of the Company owned by Metropolitan Capital
Advisors International Limited.
(C) Jeffrey Schwarz may be deemed the beneficial owner of 419,164
shares representing 3.1% of the Common Stock of the Company as a
result of his being a director, executive officer and controlling
stockholder of Metropolitan Capital, KJ Advisors, Inc. and
Metropolitan Capital III, Inc. Jeffrey Schwarz does not beneficially
own any shares of Common Stock of the Company other than through such
positions.
(D) Karen Finerman may be deemed the beneficial owner of 419,164
shares representing 3.1% of the Common Stock of the Company as a
result of her being a director and executive officer of Metropolitan
Capital, and a director, executive officer and stockholder of KJ
Advisors, Inc. and Metropolitan Capital III, Inc. Karen Finerman does
not beneficially own any shares of Common Stock of the Company other
than through such positions.
In addition, by virtue of the agreement referred to in Item 6,
Jeffrey Schwarz and Karen Finerman may be deemed to beneficially own
1,246,215 shares of Common Stock.
(c) The only transaction in the shares of Common Stock by any Reporting
Person during the past sixty days is as set forth below other than as set forth
in Exhibit 7 filed herewith and incorporated herein by reference.
<PAGE>
CUSIP NO. 172736-10-0 Page 22 of 67 Pages
(d) No person other than the Reporting Persons has the right to receive, or
the power to direct the receipt of dividends from, or to the proceeds from, the
sale of such shares of the Common Stock.
(e) Not applicable.
<PAGE>
CUSIP NO. 172736-10-0 Page 23 of 67 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Company.
On October 15, 1998, PSAM, Metropolitan Capital, Metropolitan III and SAMC
entered into an agreement with respect to the formation and conduct of the
Committee, a copy of which is filed herewith as Exhibit 4 and is incorporated
herein by reference. On October 15, 1998 and October 16, 1998, the Committee and
each of its Members entered into agreements with each of the Nominees, copies of
which are filed herewith as Exhibits 5 and 6 and are incorporated herein by
reference.
Except as set forth above in this Item 6, no Reporting Person has any
contract, arrangement, understanding or relationship with respect to the Common
Stock of the Company.
<PAGE>
CUSIP NO. 172736-10-0 Page 24 of 67 Pages
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement among the Reporting Persons.
2. Power of Attorney
3. Copy of Nominee notification sent to the Company on October 15,
1998.
4. Agreement among PSAM, SAMC and Metropolitan with respect to the
formation of the Committee, dated October 15, 1998.
5. Agreement among the Committee and its members and Jonathan R.
Macey, dated October 15, 1998.
6. Agreement among the Committee and its members and Alain
Oberrotman, dated October 16, 1998.
7. Trading Within Past Sixty Days of Reporting Persons
<PAGE>
CUSIP NO. 172736-10-0 Page 25 of 67 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: October 19, 1998
P. SCHOENFELD ASSET MANAGEMENT, INC.
By: /s/ PETER SCHOENFELD
---------------------------------
Peter Schoenfeld
/s/ PETER SCHOENFELD
------------------------------------
PETER SCHOENFELD
SANDELL ASSET MANAGEMENT CORP.
By: /s/ THOMAS SANDELL
---------------------------------
Thomas Sandell
CASTLERIGG MASTER INVESTMENTS, LTD.
By: Sandell Asset Management Corp.
By: /s/ THOMAS SANDELL
---------------------------------
Thomas Sandell
/s/ THOMAS SANDELL
------------------------------------
THOMAS SANDELL
<PAGE>
CUSIP NO. 172736-10-0 Page 26 of 67 Pages
METROPOLITAN CAPITAL ADVISORS, INC.
By: /s/ JEFFREY E. SCHWARZ
-----------------------------------------
JEFFREY E. SCHWARZ
CHIEF EXECUTIVE OFFICER
METROPOLITAN CAPITAL III, INC.
By: /s/ JEFFREY E. SCHWARZ
-----------------------------------------
JEFFREY E. SCHWARZ
CHIEF EXECUTIVE OFFICER
METROPOLITAN CAPITAL ADVISORS
INTERNATIONAL, LTD.
By: Metropolitan Capital III, L.P.
By: Metropolitan Capital
III, Inc.
By: /s/ JEFFREY E. SCHWARZ
----------------------------------------
JEFFREY E. SCHWARZ
CHIEF EXECUTIVE OFFICER
/s/ JEFFREY E. SCHWARZ
--------------------------------------------
JEFFREY E. SCHWARZ
/s/ KAREN FINERMAN
--------------------------------------------
KAREN FINERMAN
BEDFORD FALLS INVESTORS, L.P.
By: Metropolitan Capital Advisors, L.P.
By: Metropolitan Capital Advisors, Inc.
By: /s/ JEFFREY E. SCHWARZ
-----------------------------------
JEFFREY E. SCHWARZ
CHIEF EXECUTIVE OFFICER
<PAGE>
CUSIP NO. 172736-10-0 Page 27 of 67 Pages
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
1 Joint Filing Agreement among the Reporting Persons 28
2 Power of Attorney 30
3 Copy of Nominee notification sent to the Company on
October 16, 1998 32
4 Agreement among PSAM, SAMC and Metropolitan with
respect to the formation of the Committee, dated
October 15, 1998 51
5 Agreement among the Committee and its members and
Jonathan R. Macey, dated October 15, 1998 56
6 Agreement among the Committee and its members and
Alain Oberrotman, dated October 16, 1998 59
7 Trading Within the Past Sixty Days 62
CUSIP NO. 172736-10-0 Page 28 of 67 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a Statement on Schedule 13D dated October 19, 1998 (including
amendments thereto) with respect to the common stock of Circon Corporation. This
Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: October 19, 1998
P. SCHOENFELD ASSET MANAGEMENT, INC.
By: /s/ PETER SCHOENFELD
---------------------------------
Peter Schoenfeld
/s/ PETER SCHOENFELD
------------------------------------
PETER SCHOENFELD
SANDELL ASSET MANAGEMENT CORP.
By: /s/ THOMAS SANDELL
---------------------------------
Thomas Sandell
CASTLERIGG MASTER INVESTMENTS, LTD.
By: Sandell Asset Management Corp.
By: /s/ THOMAS SANDELL
---------------------------------
Thomas Sandell
/s/ THOMAS SANDELL
------------------------------------
THOMAS SANDELL
<PAGE>
CUSIP NO. 172736-10-0 Page 29 of 67 Pages
METROPOLITAN CAPITAL ADVISORS, INC.
By: /s/ JEFFREY E. SCHWARZ
---------------------------------------------
JEFFREY E. SCHWARZ
CHIEF EXECUTVE OFFICER
METROPOLITAN CAPITAL III, INC.
By: /s/ JEFFREY E. SCHWARZ
---------------------------------------------
JEFFREY E. SCHWARZ
CHIEF EXECUTIVE OFFICER
METROPOLITAN CAPITAL ADVISORS
INTERNATIONAL, LTD.
By: Metropolitan Capital III, L.P.
By: Metropolitan Capital
III, Inc.
By: /s/ JEFFREY E. SCHWARZ
---------------------------------------------
JEFFREY E. SCHWARZ
CHIEF EXECUTIVE OFFICER
/s/ JEFFREY E. SCHWARZ
------------------------------------------------
JEFFREY E. SCHWARZ
/s/ KAREN FINERMAN
------------------------------------------------
KAREN FINERMAN
BEDFORD FALLS INVESTORS, L.P.
By: Metropolitan Capital Advisors, L.P.
By: Metropolitan Capital Advisors, Inc.
By: /s/ JEFFREY E. SCHWARZ
---------------------------------------------
JEFFREY E. SCHWARZ
CHIEF EXECUTIVE OFFICER
CUSIP NO. 172736-10-0 Page 30 of 67 Pages
EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person signing below hereby
constitutes and appoints any two of (i) Peter Schoenfeld or Thomas Eisenberg,
(ii) Jeffrey Schwarz or Karen Finerman, and (iii) Thomas Sandell, his, her or
its true and lawful attorney-in-fact and agent for him, her or it and in his,
her or its name, place and stead to sign any and all Schedules 13D and
Amendments thereto relating to the Common Stock of Circon Corporation, and to
file the same, with all exhibits thereto, with the Securities and Exchange
Commission and such Exchanges on which such securities may be traded, granting
unto each said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he, she or it might
or could do in person, hereby ratifying and confirming all that each such
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
Dated: October 19, 1998
P. SCHOENFELD ASSET MANAGEMENT, INC.
By: /s/ PETER SCHOENFELD
------------------------------------
Peter Schoenfeld
/s/ PETER SCHOENFELD
------------------------------------
PETER SCHOENFELD
SANDELL ASSET MANAGEMENT CORP.
By: /s/ THOMAS SANDELL
---------------------------------
Thomas Sandell
CASTLERIGG MASTER INVESTMENTS, LTD.
By: Sandell Asset Management Corp.
By: /s/ THOMAS SANDELL
------------------------------------
Thomas Sandell
/s/ THOMAS SANDELL
------------------------------------
THOMAS SANDELL
<PAGE>
CUSIP NO. 172736-10-0 Page 31 of 67 Pages
METROPOLITAN CAPITAL ADVISORS, INC.
By: /s/ JEFFREY E. SCHWARZ
-----------------------------------------
JEFFREY E. SCHWARZ
CHIEF EXECUTIVE OFFICER
METROPOLITAN CAPITAL III, INC.
By: /s/ JEFFREY E. SCHWARZ
-----------------------------------------
JEFFREY E. SCHWARZ
CHIEF EXECUTIVE OFFICER
METROPOLITAN CAPITAL ADVISORS
INTERNATIONAL, LTD.
By: Metropolitan Capital III, L.P.
By: Metropolitan Capital
III, Inc.
By: /s/ JEFFREY E. SCHWARZ
----------------------------------------
JEFFREY E. SCHWARZ
CHIEF EXECUTIVE OFFICER
/s/ JEFFREY E. SCHWARZ
--------------------------------------------
JEFFREY E. SCHWARZ
/s/ KAREN FINERMAN
--------------------------------------------
KAREN FINERMAN
BEDFORD FALLS INVESTORS, L.P.
By: Metropolitan Capital Advisors, L.P.
By: Metropolitan Capital Advisors, Inc.
By: /s/ JEFFREY E. SCHWARZ
----------------------------------
JEFFREY E. SCHWARZ
CHIEF EXECUTIVE OFFICER
Page 32 of 67 Pages
EXHIBIT 3
COPY OF NOMINEE NOTIFICATION SENT TO COMPANY
THE CIRCON SHAREHOLDERS COMMITTEE c/o
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, NY 10010
October 16, 1998
By Federal Express and Fax
Circon Corporation
6500 Hollister Avenue
Santa Barbara, CA 93117-3019
Attn: Corporate Secretary
Dear Sir/Madam:
Pursuant to Section 3.2 of the by-laws of Circon Corporation, a Delaware
corporation (the "Company"), this letter shall constitute formal notification
that one or more of the undersigned (the "Undersigned") intends to nominate for
election as directors at the Company's annual meeting of shareholders presently
scheduled for November 24, 1998 and any adjournment thereof (the "Meeting")
Jonathan R. Macey and Alain Oberrotman (the "Nominees"). As required by the
by-laws, the following is enclosed herewith:
o the consent of each Nominee to serve when elected
o information of the type required in a proxy solicitation
regarding each Nominee
o a copy of the agreement among the undersigned regarding the
nomination and solicitation of proxies in support of the Nominees
o a copy of the agreement between the Undersigned and each Nominee
o information purportedly required by the by-laws with respect to
each of the Undersigned
Each of the Undersigned represents that it is a record holder of common
stock as of the date hereof, and that one or more of the undersigned intends to
appear in person or by proxy at the Meeting to nominate the Nominees.
<PAGE>
Page 33 of 67 Pages
Corporate Secretary
Page 2
October 16, 1998
Based upon your press release dated September 18, 1998, we assume that two
directors are to be elected at the Meeting. In the event more than two are to be
elected, we reserve the right to nominate additional individuals for election.
Very truly yours,
CASTLERIGG MASTER INVESTMENTS, LTD.
By: Sandell Asset Management Corp.
By: /s/ THOMAS SANDELL
--------------------------------------------
Thomas Sandell
BEDFORD FALLS INVESTORS, L.P.
By: Metropolitan Capital Advisors, LP
By: Metropolitan Capital Advisors, Inc.
By: /s/ JEFFREY E. SCHWARZ
--------------------------------------------
Jeffrey E. Schwarz, Chief Executive Officer
P. SCHOENFELD ASSET MANAGEMENT, INC.
By: /s/ THOMAS ISENBERG
------------------------------------------
<PAGE>
Page 34 of 67 Pages
The undersigned hereby consents to being nominated for election as a
director of Circon Corporation, a Delaware corporation (the "Company"), to being
named in a proxy statement for that purpose and to serving as a director of the
Company when elected.
Dated: October 14, 1998
/s/ JONATHAN R. MACEY
---------------------------
Jonathan R. Macey
<PAGE>
Page 35 of 67 Pages
The undersigned hereby consents to being nominated for election as a
director of Circon Corporation, a Delaware corporation (the "Company"), to being
named in a proxy statement for that purpose and to serving as a director of the
Company when elected.
Dated: October 16, 1998
/s/ ALAIN OBERROTMAN
---------------------------
Alain Oberrotman
<PAGE>
Page 36 of 67 Pages
Information Concerning Nominee for Election
to Board of Directors of Circon Corporation (the "Company")
1. The nominee is: Jonathan R. Macey
Cornell School of Law
306 Myron Taylor Hall
Ithaca, NY 14850
Mr. Macey is 43 years old.
2. Since 1991, Mr. Macey has been a professor of law at Cornell University
School of Law. In the fall of 1993, he was a visiting professor, faculty of
law, Stockholm School of Economics. From 1993 through June 1994, Mr. Macey
was a research fellow, International Center for Economic Research, Turin,
Italy.
3. Mr. Macey has not during the past ten years been convicted in a criminal
proceeding exclusive of traffic violations and similar misdemeanors, nor
has he, during the past five years, been involved in any legal proceedings
of the type requiring disclosure under 401(f) of Regulation S-K.
4. Mr. Macey beneficially owns (within the definition of Rule 13d-3 of the
Securities Exchange Act of 1934) no shares of the Company's common stock.
5. Mr. Macey does not own beneficially or of record any shares of the
Company's common stock.
6. Mr. Macey has not purchased or sold any of the Company's securities within
the past two years.
7. Mr. Macey is not party to any contract, arrangement or understanding
regarding the securities of the Company other than with members of the
Circon Shareholders Committee, who have agreed to pay Mr. Macey $25,000 to
serve as a nominee, and to indemnify him against certain expenses and
liabilities that may be incurred in the proxy solicitation.
8. Mr. Macey is not, and has not been since the beginning of the Company's
last fiscal year, party to a transaction of the type required to be
disclosed pursuant to Items 404(a), (b) or (c) of Regulation S-K.
<PAGE>
Page 37 of 67 Pages
Information Concerning Nominee for Election
to Board of Directors of Circon Corporation (the "Company")
1. The nominee is: Alain M. Oberrotman
5 Woodland Drive
Rye Brook, NY 10573
Mr.Oberrotman is 47 years old.
2. From 1992-1997, Mr. Oberrotman was a principal in the private equity group
at Odyssey Partners, L.P., involved with, among other things, acquisitions,
financings and restructurings of Odyssey's portfolio companies. Since 1997,
Mr. Oberrotman has been an independent management consultant. Mr.
Oberrotman currently serves on the board of directors of Eagle Food
Centers, Inc. (food retailing).
3. Mr. Oberrotman has not during the past ten years been convicted in a
criminal proceeding exclusive of traffic violations and similar
misdemeanors, nor has he, during the past five years, been involved in any
legal proceedings of the type requiring disclosure under 401(f) of
Regulation S-K.
4. Mr. Oberrotman beneficially owns (within the definition of Rule 13d-3 of
the Securities Exchange Act of 1934) no shares of the Company's common
stock.
5. Mr. Oberrotman does not own beneficially or of record any shares of the
Company's common stock.
6. Mr. Oberrotman has not purchased or sold any of the Company's securities
within the past two years.
7. Mr. Oberrotman is not party to any contract, arrangement or understanding
regarding the securities of the Company other than with members of the
Circon Shareholders Committee, who have agreed to pay Mr. Oberrotman
$25,000 to serve as a nominee, and to indemnify him against certain
expenses and liabilities that may be incurred in the proxy solicitation.
8. Mr. Oberrotman is not, and has not been since the beginning of the
Company's last fiscal year, party to a transaction of the type required to
be disclosed pursuant to Items 404(a), (b) or (c) of Regulation S-K.
<PAGE>
Page 38 of 67 Pages
The information set forth below relates to the nomination of directors for
election at the Annual Meeting of Shareholders of Circon Corporation (the
"Company").
1. The Participants are: Sandell Asset Management Corp. ("SAMC")
Castlerigg Master Investments, Ltd. ("Castlerigg")
Thomas Sandell ("Sandell")
65 East 55th Street
New York, NY 10022
SAMC is a British Virgin Islands corporation.
Castlerigg is a British Virgin Islands company.
Sandell is a Swedish citizen and is the principal of SAMC.
2. SAMC is the investment manager of Castlerigg Master Investments, Ltd. (the
"Master Fund"), which invests and trades in a wide range of United States
and non-United States equity and debt securities and other financial and
investment interests, instruments and property, focusing primarily on a
global event-driven investment strategy. The principal occupation of Mr.
Sandell is his position as principal of SAMC.
3. Neither Sandell, Castlerigg nor SAMC has during the past ten years been
convicted in a criminal proceeding exclusive of traffic violations and
similar misdemeanors, nor has either, during the past five years, been
involved in any legal proceedings of the type requiring disclosure under
401(f) of Regulation S-K.
4. Sandell, Castlerigg and SAMC may be deemed to beneficially own (within the
definition of Rule 13d-3 of the Securities Exchange Act of 1934) 575,996
shares of the Company's common stock as of October 15, 1998.
5. Other than as set forth above, neither Sandell, Castlerigg nor SAMC owns
beneficially or of record any shares of the Company's common stock.
6. Other than as set forth on Exhibit 1 hereto, neither Sandell, Castlerigg
nor SAMC has purchased or sold any of the Company's securities within the
past two years.
7. Neither Sandell, Castlerigg nor SAMC is a party to any contract,
arrangement or understanding regarding the securities of the Company other
than (i) an agreement with P. Schoenfeld Asset Management, LLC and
Metropolitan Advisors, Inc. regarding the Circon Shareholders Committee
(the "Committee") and (ii) indemnification agreements, as members of the
Committee, with the Committee's Nominees, copies of which are enclosed
herewith.
8. Neither Sandell, Castlerigg nor SAMC is, nor has either been since the
beginning of the Company's last fiscal year, party to a transaction of the
type required to be disclosed pursuant to Items 404(a), (b) or (c) of
Regulation S-K.
<PAGE>
Page 39 of 67 Pages
EXHIBIT 1
The Master Fund Trades
Date Purchase/Sale Quantity Price
- ---- ------------- -------- -----
10-15-98 S 29,000 8.997800
- --------------------------------------------------------------------------------
10-08-98 S 2,000 8.750000
- --------------------------------------------------------------------------------
10-07-98 S 2,500 9.062500
- --------------------------------------------------------------------------------
09-16-98 S 50,000 9.625000
- --------------------------------------------------------------------------------
07-17-98 P 17,000 16.625000
- --------------------------------------------------------------------------------
07-10-98 P 20,000 16.484375
- --------------------------------------------------------------------------------
07-08-98 P 10,000 15.875000
- --------------------------------------------------------------------------------
07-08-98 P 5,000 15.875000
- --------------------------------------------------------------------------------
07-07-98 P 2,000 15.500000
- --------------------------------------------------------------------------------
07-06-98 P 400 15.500000
- --------------------------------------------------------------------------------
07-02-98 P 800 15.375000
- --------------------------------------------------------------------------------
07-02-98 P 25,000 15.562500
- --------------------------------------------------------------------------------
07-01-98 P 25,000 15.500000
- --------------------------------------------------------------------------------
06-19-98 P 72,000 15.312500
- --------------------------------------------------------------------------------
06-17-98 P 53,896 15.000000
- --------------------------------------------------------------------------------
06-17-98 P 34,000 15.000000
- --------------------------------------------------------------------------------
06-16-98 P 50,000 14.500000
- --------------------------------------------------------------------------------
06-16-98 P 4,000 14.500000
- --------------------------------------------------------------------------------
06-04-98 P 25,000 15.250000
- --------------------------------------------------------------------------------
06-03-98 P 40,000 15.212200
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Page 40 of 67 Pages
The information set forth below relates to the nomination of directors for
election at the Annual Meeting of Shareholders of Circon Corporation (the
"Company").
1. The Participants are: Jeffrey E. Schwarz ("Schwarz")
Karen Finerman ("Finerman")
Metropolitan Capital Advisors, Inc.
("Metropolitan Advisors")
Metropolitan Capital III, Inc.
("Metropolitan Capital")
Metropolitan Capital Advisors
International Limited (Metropolitan International")
Bedford Falls Investors, L.P. ("Bedford")
660 Madison Avenue
New York, NY 10022
Schwarz and Finerman are United States citizens.
Metropolitan Advisors is a New York corporation.
Metropolitan Capital is a Delaware corporation.
Metropolitan International is a British Virgin Islands corporation.
Bedford is a Delaware limited partnership.
2. Schwarz is a Director, and the Chief Executive Officer, Treasurer and
Secretary of Metropolitan Advisors and Metropolitan Capital.
Finerman is a Director and the President of Metropolitan Advisors and
Metropolitan Capital.
Metropolitan Advisors' principal business is to act as General Partner of
Metropolitan Capital Advisors, L.P., the sole General Partner of Bedford, which
is in the business of purchasing, for investment and trading purposes,
securities and other financial instruments.
Metropolitan Capital's principal business is to act as General Partner of
Metropolitan Capital Partners III, L.P., a privately owned partnership which
renders investment management and advisory services to Metropolitan Capital
Advisors Investment Limited, which is in the business of purchasing, for
investment and trading purposes, securities and other financial instruments.
Schwarz and Finerman are also controlling persons of KJ Advisors, Inc., a
New York corporation ("KJ"), which acts as General Partner of Metropolitan
Capital Partners II, L.P., which provides administrative services to Bedford,
and which also renders investment management and advisory services to
institutional and other pri vate investors regarding investment and trading in
securities and other financial instruments. Certain of the securities of the
Company reported herein as benenficially owned by the Participants are held in a
managed brokerage account over which KJ, as General Partner of Metropolitan
Capital Partners II, L.P. has discretionary trading authority.
<PAGE>
Page 41 of 67 Pages
3. None of the Participants named herein has during the past ten years been
convicted in a criminal proceeding exclusive of traffic violations and
similar misdemeanors, nor has either, during the past five years, been
involved in any legal proceedings of the type requiring disclosure under
401(f) of Regulation S-K.
4. The Participants named herein may be deemed to beneficially own (within the
definition of Rule 13d-3 of the Securities Exchange Act of 1934) an
aggregate of 419,164 shares of the Company's common stock as of October 15,
1998.
5. Other than as set forth above, none of the Participants named herein owns
beneficially or of record any shares of the Company's common stock.
6. Other than as set forth on Exhibit 1 hereto, none of the Participants named
herein has purchased or sold any of the Company's securities within the
past two years.
7. None of the Participants named herein is a party to any contract,
arrangement or understanding regarding the securities of the Company other
than (i) an agreement with P. Schoenfeld Asset Management, LLC and Sandell
Asset Management Corp. regarding the Circon Shareholders Committee (the
"Committee") and (ii) indemnification agreements, as members of the
Committee, with the Committee's Nominees, copies of which are enclosed
herewith.
8. None of the Participants named herein is, nor has either been since the
beginning of the Company's last fiscal year, party to a transaction of the
type required to be disclosed pursuant to Items 404(a), (b) or (c) of
Regulation S-K.
<PAGE>
Page 42 of 67 Pages
EXHIBIT 1
TRANSACTION SUMMARY
Bedford Falls Investors, L.P.
Date Security Quantity
- ---- -------- --------
06-25-97 Circon Corp. 9,900
07-09-97 Circon Corp. 1,700
07-21-97 Circon Corp. 3,300
07-22-97 Circon Corp. 2,900
12-08-97 Circon Corp. 4,000
12-09-97 Circon Corp. 1,300
12-10-97 Circon Corp. 1,400
12-11-97 Circon Corp. 1,000
12-12-97 Circon Corp. 2,000
12-16-97 Circon Corp. 5,800
12-17-97 Circon Corp. 5,500
12-18-97 Circon Corp. 2,500
12-22-97 Circon Corp. 5,500
12-29-97 Circon Corp. 835
12-30-97 Circon Corp. 5,200
03-03-98 Circon Corp. 5,000
03-06-98 Circon Corp. 70,800
03-26-98 Circon Corp. 19,000
04-08-98 Circon Corp. 31,300
04-14-98 Circon Corp. 14,200
05-12-98 Circon Corp. 5,000
05-13-98 Circon Corp. 2,100
05-14-98 Circon Corp. 4,400
05-18-98 Circon Corp. 800
05-26-98 Circon Corp. 15,700
05-26-98 Circon Corp. 8,800
05-29-98 Circon Corp. 9,400
----------
Shares contributed
to Bedford 4,200
Total Shares Held at 10/12/98 243,535
=======
(All of the transactions set forth above were purchases)
1
<PAGE>
Page 43 of 67 Pages
TRANSACTION SUMMARY
Date Security Quantity
- ---- -------- --------
06-25-97 Circon Corp. 900
07-22-97 Circon Corp. 800
12-12-97 Circon Corp. 1,000
12-16-97 Circon Corp. 500
12-17-97 Circon Corp. 500
12-22-97 Circon Corp. 500
-----
4,200 (1)
=====
(1) These securities were contributed to Bedford Falls Investors, L.P. as a
January 1, 1998 capital contribution.
(All of the transactions set forth above were purchases)
2
<PAGE>
Page 44 of 67 Pages
TRANSACTION SUMMARY
[Trades Attributable to Schwarz and Finerman]
Date Security Quantity
- ---- -------- --------
06-25-97 Circon Corp. 800
07-22-97 Circon Corp. 500
12-12-97 Circon Corp. 1,000
12-16-97 Circon Corp. 500
12-17-97 Circon Corp. 500
12-22-97 Circon Corp. 400
03-06-98 Circon Corp. 5,000
03-26-98 Circon Corp. 1,200
04-08-98 Circon Corp. 1,700
04-14-98 Circon Corp. 1,000
05-13-98 Circon Corp. 400
05-14-98 Circon Corp. 300
05-26-98 Circon Corp. 1,100
05-26-98 Circon Corp. 600
05-29-98 Circon Corp. 500
-----
15,500
======
(All of the transactions set forth above were purchases)
3
<PAGE>
Page 45 of 67 Pages
TRANSACTION SUMMARY
Metropolitan Capital Advisors Int'l
Date Security Quantity
- ---- -------- --------
06-25-97 Circon Corp. 3,400
07-09-97 Circon Corp. 3,300
07-14-97 Circon Corp. 650
07-21-97 Circon Corp. 1,700
07-22-97 Circon Corp. 800
12-08-97 Circon Corp. 2,387
12-09-97 Circon Corp. 1,952
12-10-97 Circon Corp. 1,212
12-11-97 Circon Corp. 1,279
12-16-97 Circon Corp. 3,786
12-17-97 Circon Corp. 3,500
12-18-97 Circon Corp. 1,663
12-22-97 Circon Corp. 3,600
12-24-97 Circon Corp. 400
12-26-97 Circon Corp. 3,000
12-30-97 Circon Corp. 2,200
02-27-98 Circon Corp. 3,000
03-03-98 Circon Corp. 5,000
03-06-98 Circon Corp. 49,200
03-11-98 Circon Corp. 600
03-26-98 Circon Corp. 12,800
04-08-98 Circon Corp. 17,000
04-14-98 Circon Corp. 9,800
05-14-98 Circon Corp. 3,000
05-26-98 Circon Corp. 10,700
05-26-98 Circon Corp. 5,600
05-29-98 Circon Corp. 6,100
06-15-98 Circon Corp. 2,500
-------
(All of the transactions set forth above were purchases)
4
<PAGE>
Page 46 of 67 Pages
The information set forth below relates to the nomination of directors for
election at the Annual Meeting of Shareholders of Circon Corporation (the
"Company").
1. The Participants are: P. Schoenfeld Asset Management, LLC ("PSAM")
Peter Schoenfeld ("Schoenfeld")
1330 Avenue of the Americas
New York, NY 10019
PSAM is a New York limited liability company.
Schoenfeld is a United States citizen and is the Managing Member of PSAM.
2. PSAM is registered as a non-clearing broker-dealer and an investment
adviser with the Securities and Exchange Commission and is a member of the
National Association of Securities Dealers, Inc. The principal business of
PSAM is to provide investment advisory services with respect to global
event arbitrage activities to managed accounts (the "Managed Accounts") and
to certain investment partnerships for which entities controlled by Mr.
Schoenfeld serve as the general partner (the "Partnerships"). The principal
occupation of Mr. Schoenfeld is his position as the Managing Member of
PSAM.
3. Neither Schoenfeld nor PSAM has during the past ten years been convicted in
a criminal proceeding exclusive of traffic violations and similar
misdemeanors, nor has either, during the past five years, been involved in
any legal proceedings of the type requiring disclosure under 401(f) of
Regulation S-K.
4. Schoenfeld and PSAM may be deemed to beneficially own (within the
definition of Rule 13d-3 of the Securities Exchange Act of 1934) 250,855
shares of the Company's common stock as of October 15, 1998.
5. Other than as set forth above, neither Schoenfeld nor PSAM owns
beneficially or of record any shares of the Company's common stock.
6. Other than as set forth on Exhibit 1 hereto, neither Schoenfeld nor PSAM
has purchased or sold any of the Company's securities within the past two
years.
7. Neither Schoenfeld nor PSAM is a party to any contract, arrangement or
understanding regarding the securities of the Company other than (i) an
agreement with Sandell Asset Management, Inc. and Metropolitan Advisors,
Inc. regarding the Circon Shareholders Committee (the "Committee") and (ii)
indemnification agreements, as members of the Committee, with the
Committee's Nominees, copies of which are enclosed herewith.
8. Neither Schoenfeld nor PSAM is, nor has either been since the beginning of
the Company's last fiscal year, party to a transaction of the type required
to be disclosed pursuant to Items 404(a), (b) or (c) of Regulation S-K.
<PAGE>
Page 47 of 67 Pages
EXHIBIT 1 FOR PSAM AND SCHOENFELD
CIRCON CORPORATION
Date Price Quantity Buy/Sell
- ---- ----- -------- --------
10/21/96 17 10,000 Buy
12/3/96 16.125 10,000 Buy
12/4/96 16 20,000 Buy
1/6/97 16 3,000 Buy
1/7/97 15.875 1,600 Buy
1/8/97 15.625 1,000 Sell
1/14/97 14.90 25,000 Sell
1/15/97 14.875 8,600 Sell
1/22/97 15 10,000 Sell
2/14/97 15.354 12,000 Buy
2/21/97 15.375 13,000 Buy
2/26/97 15.25 5,000 Buy
2/27/97 15.375 15,000 Buy
2/28/97 15.375 2,500 Buy
3/4/97 15.5456 36,900 Buy
3/5/97 15.5 5,000 Buy
3/6/97 15.375 5,600 Buy
3/11/97 15.375 5,000 Buy
3/19/97 14.25 2,000 Buy
3/20/97 14.25 2,000 Buy
3/21/97 14.25 5,000 Buy
3/25/97 14.125 5,000 Buy
3/26/97 14.125 25,000 Buy
4/18/97 13 7,500 Sell
4/21/97 13.414 3,200 Sell
4/22/97 13.875 2,500 Sell
4/28/97 13.0568 55,000 Sell
5/8/97 13 5,000 Sell
5/15/97 13 5,000 Sell
6/6/97 13.125 5,000 Sell
6/16/97 13.4202 25,700 Buy
6/17/97 13.4375 10,000 Buy
7/14/97 14.25 2,600 Buy
7/15/97 14.625 7,500 Buy
10/22/97 16.1562 20,000 Buy
12/29/97 15 5,000 Buy
<PAGE>
Page 48 of 67 Pages
CIRCON CORPORATION
Date Price Quantity Buy/Sell
- ---- ----- -------- --------
12/30/97 15 2,800 Sell
12/30/97 15 2,800 Buy
1/9/98 15.5625 4,000 Buy
1/12/98 15.5625 10,000 Buy
1/26/98 15.5625 7,500 Buy
1/27/98 15.5625 5,000 Buy
2/4/98 15.75 2,500 Buy
2/17/98 16.1875 10,000 Buy
2/23/98 16.375 7,500 Buy
2/24/98 16.25 7,000 Buy
2/25/98 16.25 10,000 Buy
3/2/98 16.1875 100,000 Buy
3/3/98 16.375 50,000 Buy
3/4/98 16.438 100,000 Buy
4/1/98 16 23/32 25,600 Buy
4/1/98 16.6875 25,600 Sell
4/8/98 16.625 7,000 Buy
5/26/98 14.4354 60,000 Sell
5/27/98 13.5147 17,000 Sell
6/2/98 14.5191 11,800 Sell
6/2/98 14.5 10,000 Sell
6/2/98 14.625 1,800 Sell
6/3/98 14.9286 17,500 Sell
6/4/98 15 5,000 Sell
6/29/98 15.5 10,000 Sell
7/1/98 15.375 30,000 Sell
7/2/98 15.5 25,000 Sell
7/7/98 16 5,000 Sell
7/8/98 15.875 25,000 Sell
7/13/98 16 13/32 15,000 Sell
7/15/98 16.375 25,000 Sell
7/16/98 16.25 15,000 Sell
7/24/98 15.375 20,000 Sell
8/25/98 15.375 15,000 Sell
9/10/98 13.375 1,500 Sell
9/11/98 13.25 1,200 Sell
<PAGE>
Page 49 of 67 Pages
CIRCON CORPORATION
Date Price Quantity Buy/Sell
- ---- ----- -------- --------
9/15/98 13.3182 5,500 Sell
9/16/98 9.575 25,000 Buy
9/24/98 10.1063 25,000 Sell
10/1/98 8.75 15,000 Buy
10/7/98 9.067 28,000 Buy
10/9/98 7.9375 10,000 Buy
10/12/98 8.25 200 Buy
10/13/98 7.9375 25,000 Buy
10/15/98 9.000 20,943 Sell
10/15/98 9.0625 20,943 Buy
<PAGE>
Page 50 of 67 Pages
CIRCON CORPORATION
Date Price Quantity Buy/Sell
- ---- ----- -------- --------
8/25/98 15.375 15,000 Sell
9/10/98 15.375 1,500 Sell
9/11/98 13.25 1,200 Sell
9/15/98 13.3182 5,500 Sell
9/16/98 9.575 25,000 Buy
9/24/98 10.1063 25,000 Sell
10/1/98 8.75 15,000 Buy
10/7/98 9.067 28,000 Buy
10/9/98 7.9375 10,000 Buy
10/12/98 8.25 200 Buy
10/13/98 7.9375 25,000 Buy
10/15/98 9.0000 20,943 Sell
10/15/98 9.0625 20,943 Buy
Page 51 of 67 Pages
EXHIBIT 4
AGREEMENT
AGREEMENT made this 15th day of October, 1998, by and among Sandell Asset
Management Corp., 65 East 65th Street, New York, NY 10022 ("Sandell"),
Metropolitan Capital Advisors, Inc. and Metropolitan Capital III, Inc., 660
Madison Avenue, New York, NY 10021 (collectively "Metropolitan") and P.
Schoenfeld Asset Management LLC, 1330 Avenue of the Americas, New York, NY 10019
("PSAM"), with respect to the common stock of Circon Corporation, a Delaware
corporation (the "Company").
R E C I T A L S:
A. Sandell beneficially owns 575,996 shares of the Company's common stock.
B. Metropolitan beneficially owns 403,664 shares of the Company's common
stock.
C. PSAM beneficially owns 250,855 shares of the Company's common stock.
D. The parties hereto wish to form the Circon Shareholders Committee (the
"Committee") for the purpose of nominating two persons (the "Nominees") and
soliciting proxies for the election of such Nominees as directors at the
Company's Annual Meeting of Shareholders, currently scheduled for November 24,
1998 and any adjournments thereof (the "Annual Meeting"), and wish to set forth
certain agreements regarding the sharing of expenses of such solicitation and
certain other rights of members of the Committee.
<PAGE>
Page 52 of 67 Pages
NOW, THEREFORE, the parties hereto agree as follows:
1. Expense Sharing. All expenses incurred by the Committee in furtherance
of the nomination, and solicitation of proxies in favor, of the Nominees shall
be borne pro rata to the highest number of shares of Circon common stock
beneficially owned by the parties hereto between the date hereof and the earlier
of (x) the date on which the meeting is held or (y) the date on which any member
withdraws following a Release Event. The parties agree to commit at least
$350,000 (the "Commitment Amount") in the aggregate to further the Committee's
goals. Each party shall deposit by October 16, 1998 its pro rata share (based on
current holdings) of $150,000 with the Committee's attorneys, Shapiro Forman &
Allen LLP, to be held in escrow. Each party represents and warrants to the other
parties that it beneficially owns the number of Circon shares attributed to it
in the Recitals.
2. Decisions. All decisions regarding the Committee shall be made by the
members of the Committee by majority vote, with each member having one vote,
provided however, if the Committee's expenses exceed the Commitment Amount, all
decisions thereafter requiring the expenditure of money shall be made
unanimously.
3. Sale of Stock. Each party agrees not to sell any shares beneficially
owned by it until the earlier of the date (a "Release Event") on which the
Company: (i) holds the Annual Meeting; or (ii) makes a public announcement that
it has entered into a definitive merger agreement or other agreement whereby all
of the Company's common stock is to be acquired by a third party.
<PAGE>
Page 53 of 67 Pages
4. Voting. Each party agrees to vote all of the shares it beneficially owns
in favor of the Committee's Nominees. In furtherance thereof, each party hereby
agrees to give an irrevocable proxy with respect to the Circon shares they own
as of the record date for the Meeting to Thomas Sandell, Jeffrey Schwarz and
Peter Schoenfeld, acting by any two of them, to vote such shares at the Annual
Meeting.
5. Schedule 13D. In the event a party takes any action which would require
the Committee to file or amend its Schedule 13D, such party shall promptly
notify the other members of the Committee, and shall cause an appropriate
Schedule 13D or amendment thereto to be filed within the time required by law.
6. Communications with Committee. The address for notices to, or
communications from, the Committee shall be:
c/o MacKenzie Partners, Inc.
156 Fifth Avenue
New York, NY 10010
Attn: Stan Kay
Dan Burch
7. Withdrawal. At any time after a Release Event, any member may withdraw
(a "Withdrawing Member") from the Committee upon one business day's notice to
the other members. A Withdrawing Member shall continue to be responsible for
expenses of the Committee which are incurred after the date of withdrawal but
not in excess of its pro rata share of the Commitment Amount.
<PAGE>
Page 54 of 67 Pages
8. Termination. The Committee shall disband, and this Agreement shall
terminate, at the conclusion of the Annual Meeting.
9. Amendment. This Agreement may not be amended except by a writing signed
by all of the parties hereto.
<PAGE>
Page 55 of 67 Pages
IN WITNESS WHEREOF, the Undersigned have entered into this Agreement as of
the day and year first above written.
SANDELL ASSET MANAGEMENT CORP.
By:/s/ THOMAS SANDELL
----------------------------------
METROPOLITAN CAPITAL ADVISORS, INC.
By:/s/ JEFFREY SCHWARZ
----------------------------------
METROPOLITAN CAPITAL III, INC.
By:/s/ JEFFREY SCHWARZ
----------------------------------
P. SCHOENFELD ASSET MANAGEMENT, INC.
By:/s/ THOMAS ISENBERG
----------------------------------
Page 56 of 67 Pages
EXHIBIT 5
AGREEMENT
AGREEMENT made this ___ day of October, 1998, by and between the Circon
Shareholder Committee (the "Committee"), which consists of Sandell Asset
Management Corp. ("Sandell"), Metropolitan Capital Advisors, Inc.
("Metropolitan"), P. Schoenfeld Asset Management LLC ("PSAM"), and Jonathan R.
Macey ("Nominee"), with respect to the common stock of Circon Corporation, a
Delaware corporation (the "Company").
R E C I T A L S:
E. The Committee has been formed for the purpose of nominating two persons
(the "Nominees") and soliciting proxies for the election of such Nominees as
directors at the Company's Annual Meeting of Shareholders.
F. The Committee has asked, and the Nominee has agreed, to serve as one of
the Committee's nominees.
NOW, THEREFORE, the parties hereto agree as follows:
1. Indemnification. (a) In consideration of serving as a Nominee, the
Committee and its members jointly and severally hereby agrees to indemnify and
hold the Nominee harmless from and against any losses, claims, damages,
liabilities, judgments or expenses (including legal fees; collectively "Losses")
which relate to or are incurred in connection with the Nominee's serving as a
Nominee. The foregoing
<PAGE>
Page 57 of 67 Pages
indemnification shall specifically include, but shall not be limited to, any
Losses that the Nominee may incur in connection with any actual or alleged
securities laws violations relating to the contemplated proxy solicitation
(other than such violations finally adjudicated to have been the result of the
Nominee's willful misconduct or gross negligence).
(b) If any claims are asserted against the Nominee with respect to which
indemnity may be sought from the Committee pursuant to the immediately preceding
paragraph, the Nominee shall, within a reasonable time after receipt of notice
of such claim, notify the Committee and simultaneously notify its counsel,
Shapiro Forman & Allen LLP, 380 Madison Avenue, New York, New York 10017, of the
assertion of such claim (but the failure to so notify shall not, except to the
extent that the Committee may be prejudiced thereby, relieve the Committee from
any liability which the Committee may have to the Nominee), and the Committee
shall assume the defense thereof, including the employment of counsel selected
by the Committee and reasonably acceptable to the Nominee and the payment of all
fees and expenses in connection therewith. The Nominee shall have the right to
employ separate counsel with respect to any such claim and participate in the
defense thereof, but the fees and expenses of such separate counsel shall be at
the Nominee's expense, unless (a) the employment of such separate counsel has
been specifically authorized in writing by the Committee, (b) the Committee has
failed to assume such defense or employ counsel reasonably acceptable to the
Nominee, or (c) the parties to any such claim include both the Nominee and any
one or more members of the Committee, and the Nominee shall have been advised by
counsel that there may be one or more
<PAGE>
Page 58 of 67 Pages
legal defenses available to the Nominee that are different from or additional to
those available to any one or more members of the Committee or that there is a
conflict of interest between the Nominee and one or more members of the
Committee of such a nature that a joint representation of the Nominee and any
one or more members of the Committee by the same counsel would not be in the
Nominee's best interest (in any of which cases the Committee shall not have the
right to assume the defense of such claim, but shall be liable for the
reasonable fees and expenses of counsel selected by the Nominee and reasonably
acceptable to the Committee).
2. Fee. In consideration of the Nominee's agreement to serve as a Nominee
through the conclusion of the Meeting, the Committee shall pay the Nominee the
sum of $25,000 within two business days of the execution of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
IN WITNESS WHEREOF, the Undersigned have entered into this Agreement as of
the day and year first above written.
/s/ JONATHAN R. MACEY
----------------------------------
THE CIRCON SHAREHOLDERS COMMITTEE
SANDELL ASSET MANAGEMENT CORP.
By: /s/ THOMAS SANDELL
----------------------------------
METROPOLITAN CAPITAL ADVISORS, INC.
By: /s/ JEFFREY SCHWARZ
----------------------------------
METROPOLITAN CAPITAL III, INC.
By: /s/ JEFFREY SCHWARZ
----------------------------------
P. SCHOENFELD ASSET MANAGEMENT, INC.
By: /s/ THOMAS ISENBERG
----------------------------------
Page 59 of 67 Pages
EXHIBIT 6
AGREEMENT
AGREEMENT made this ___ day of October, 1998, by and between the Circon
Shareholder Committee (the "Committee"), which consists of Sandell Asset
Management Corp. ("Sandell"), Metropolitan Capital Advisors, Inc.
("Metropolitan"), P. Schoenfeld Asset Management LLC ("PSAM"), and Alain
Oberrotman ("Nominee"), with respect to the common stock of Circon Corporation,
a Delaware corporation (the "Company").
R E C I T A L S:
G. The Committee has been formed for the purpose of nominating two persons
(the "Nominees") and soliciting proxies for the election of such Nominees as
directors at the Company's Annual Meeting of Shareholders.
H. The Committee has asked, and the Nominee has agreed, to serve as one of
the Committee's nominees.
NOW, THEREFORE, the parties hereto agree as follows:
1. Indemnification. (a) In consideration of serving as a Nominee, the
Committee and its members jointly and severally hereby agrees to indemnify and
hold the Nominee harmless from and against any losses, claims, damages,
liabilities, judgments or expenses (including legal fees; collectively "Losses")
which relate to or are incurred in connection with the Nominee's serving as a
Nominee. The foregoing indemnification shall specifically include, but shall not
be limited to, any Losses that the Nominee may incur in connection with any
actual or alleged securities laws violations relating to
<PAGE>
Page 60 of 67 Pages
the contemplated proxy solicitation (other than such violations finally
adjudicated to have been the result of the Nominee's willful misconduct or gross
negligence).
(b) If any claims are asserted against the Nominee with respect to which
indemnity may be sought from the Committee pursuant to the immediately preceding
paragraph, the Nominee shall, within a reasonable time after receipt of notice
of such claim, notify the Committee and simultaneously notify its counsel,
Shapiro Forman & Allen LLP, 380 Madison Avenue, New York, New York 10017, of the
assertion of such claim (but the failure to so notify shall not, except to the
extent that the Committee may be prejudiced thereby, relieve the Committee from
any liability which the Committee may have to the Nominee), and the Committee
shall assume the defense thereof, including the employment of counsel selected
by the Committee and reasonably acceptable to the Nominee and the payment of all
fees and expenses in connection therewith. The Nominee shall have the right to
employ separate counsel with respect to any such claim and participate in the
defense thereof, but the fees and expenses of such separate counsel shall be at
the Nominee's expense, unless (a) the employment of such separate counsel has
been specifically authorized in writing by the Committee, (b) the Committee has
failed to assume such defense or employ counsel reasonably acceptable to the
Nominee, or (c) the parties to any such claim include both the Nominee and any
one or more members of the Committee, and the Nominee shall have been advised by
counsel that there may be one or more
<PAGE>
Page 61 of 67 Pages
legal defenses available to the Nominee that are different from or additional to
those available to any one or more members of the Committee or that there is a
conflict of interest between the Nominee and one or more members of the
Committee of such a nature that a joint representation of the Nominee and any
one or more members of the Committee by the same counsel would not be in the
Nominee's best interest (in any of which cases the Committee shall not have the
right to assume the defense of such claim, but shall be liable for the
reasonable fees and expenses of counsel selected by the Nominee and reasonably
acceptable to the Committee).
2. Fee. In consideration of the Nominee's agreement to serve as a Nominee
through the conclusion of the Meeting, the Committee shall pay the Nominee the
sum of $25,000 within two business days of the execution of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
/s/ ALAIN M. OBERROTMAN
----------------------------------
THE CIRCON SHAREHOLDERS COMMITTEE
SANDELL ASSET MANAGEMENT CORP.
By: /s/ THOMAS SANDELL
----------------------------------
METROPOLITAN CAPITAL ADVISORS, INC.
By: /s/ JEFFREY SCHWARZ
----------------------------------
METROPOLITAN CAPITAL III, INC.
By: /s/ JEFFREY SCHWARZ
----------------------------------
P. SCHOENFELD ASSET MANAGEMENT, INC.
By: /s/ THOMAS ISENBERG
----------------------------------
Page 62 of 67 Pages
The Master Fund Trades
Date Purchase/Sale Quantity Price
10-15-98 S 29,000 8.997800
10-08-98 S 2,000 8.750000
10-07-98 S 2,500 9.062500
09-16-98 S 50,000 9.625000
07-17-98 P 17,000 16.625000
07-10-98 P 20,000 16 484375
07-08-98 P 10,000 15.875000
07-08-98 P 5,000 15.875000
07-07-98 P 2,000 15.500000
07-06-98 P 400 15.500000
07-02-98 P 800 15.375000
07-02-98 P 25,000 15.562500
07-01-98 P 25,000 15.500000
06-19-98 P 72,000 15.312500
06-17-98 P 53,896 15.000000
06-17-98 P 34,000 15.000000
06-16-98 P 50,000 14.500000
06-l6-98 P 4,000 14.500000
06-04-98 P 25,000 15.250000
06-03-98 P 40,000 15.212200
1
<PAGE>
Page 63 of 67 Pages
Trades by PSAM and Schoenfeld
Date Price Quantity Buy/Sell
- ------- ------- -------- --------
5/26/98 14.4354 60000 Sell
5/27/98 13.5147 17000 Sell
6/2/98 14.5191 11800 Sell
6/2/98 14.5 10000 Sell
6/2/98 14.625 1800 Sell
6/3/98 14.9286 17500 Sell
6/4/98 15 5000 Sell
6/29/98 15.5 10000 Sell
7/l/98 15.375 30000 Sell
7/2/98 15.5 25000 Sell
7/7/98 16 5000 Sel1
7/8/98 15.875 25000 Sell
7/13/98 1613/32 15000 Sell
7/15/98 16.375 25000 Se11
7/16/98 16.25 15000 Sell
7/24/98 15.375 2O000 Sell
8/25/98 15.375 15000 Sell
9/10/98 13.375 1500 Sell
9/ll/98 13.25 1200 Sell
<PAGE>
Page 64 of 67 Pages
Date Price Quantity Buy/Sell
- ------- ------- -------- --------
9/15/98 13.3182 5500 Sell
9/16/98 9.575 25000 Buy
9/24/98 10.1063 25000 Sell
10/1/98 8.75 15000 Buy
lO/7/98 9.067 28000 Buy
10/9/98 7.9375 10000 Buy
10/12/98 8.25 200 Buy
10/13/98 7.9375 25000 Buy
<PAGE>
Page 65 of 67 Pages
Trades by
Bedford Fal1s Investors, L.P
Date Quantity Price
04-14-98 14,200 $ 16.81
05-12-98 5,000 16.86
05-13-98 2,100 16.85
05-14-98 4,400 16.77
05-18-98 800 16.80
05-26-98 15,700 14.36
05-26-98 8,800 14.38
05-29-98 9,400 13.88
------
(All of the transactions set forth above were purchases)
1
<PAGE>
Page 66 of 67 Pages
Trades Attributable to Schawarz and Finerman
Date Quantity Price
04-14-98 1,000 $ 16.83
05-13-98 400 16.88
O5-14-98 300 16.81
05-26-98 1,100 14.37
05-26-98 600 14.40
O5-29-98 500 13.90
------
(All of the transactions set forth above were purchases)
2
<PAGE>
Page 67 of 67 Pages
Trades By
Metropolitan Capital Advisors Int'l
Date Quantity Price
04-14-98 9,800 $ 16.81
05-14-98 3,000 16.77
05-26-98 10,700 14.36
05-26-98 5,600 14.38
05-29-98 6,100 13.88
06-15-98 2,500 13.80
------
(All of the transactions set forth above were purchases)
3
