SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Materials Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Circon Corporation
- --------------------------------------------------------------------------------
(Exact Name as Specified In its Charter)
The Circon Shareholders Committee
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11: (1)
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
________________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
CONTACT:
Stanley J. Kay
MacKenzie Partners, Inc.
(212) 929-5940
FOR IMMEDIATE RELEASE:
CIRCON SHAREHOLDERS COMMITTEE NOMINATES TWO CANDIDATES
FOR THE ELECTION AT CIRCON ANNUAL MEETING
NEW YORK, NEW YORK, October 19, 1998 -- The Circon Shareholders Committee
announced today that on Friday, October 16, it advised Circon Corp. (NASDAQ:
CCON) that it intends to nominate two candidates for election to Circon's board
at its upcoming annual meeting, scheduled for November 24, 1998, in accordance
with the Company's advance notice by-law provision.
The Committee is composed of Castlerigg Master Investments Ltd., which
beneficially owns 575,996 shares of Circon common stock; Metropolitan Capital
Advisors, Inc. and Metropolitan Capital III, which beneficially own 403,664
shares; and P. Schoenfeld Asset Management LLC, which beneficially owns 251,055
shares. The Committee's collective beneficial ownership of approximately
1,230,715 shares, represents about 9.2% of Circon's outstanding common stock.
The Committee, which was formed for the purpose of immediately maximizing the
value of Circon for the benefit of all shareholders, intends to nominate
Jonathan R. Macey, a law professor at Cornell University and Alain Oberrotman, a
management consultant and former principal in the private equity group of
Odyssey Partners, a New York City investment firm. Mr. Oberrotman is a director
of Eagle Food Centers, Inc.
# # #
ADDITIONAL PARTICIPANT INFORMATION
In addition to the participants named above, the following individuals and
entities also may be deemed to be participants in the Committee's proxy
solicitation: Peter Schoenfeld as managing member of P. Schoenfeld Asset
Management, LLC; Sandell Asset Management Corp. and Thomas Sandell, as
investment manager and principal, thereof, respectively, for Castlerigg Master
Investments, Ltd.; and Jeffrey E. Schwarz and Karen Finerman, as shareholders,
directors and executive officers of Metropolitan Capital Advisors, Inc. and
Metropolitan Capital III, Inc.