-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HZn8ZVx1PZ8jY+FVyMzfYh9s2rHA8mjOYijHOr7LqCREbJNOk2aihDuZFhoGHqwF 49IK+uAQNpWTRvT0cP5ROQ== 0000940180-97-000828.txt : 19970924 0000940180-97-000828.hdr.sgml : 19970924 ACCESSION NUMBER: 0000940180-97-000828 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970923 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CIRCON CORP CENTRAL INDEX KEY: 0000719727 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 953079904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: SEC FILE NUMBER: 000-12025 FILM NUMBER: 97684017 BUSINESS ADDRESS: STREET 1: 6500 HOLLISTER AVE CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8059670404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES SURGICAL CORP CENTRAL INDEX KEY: 0000101788 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 132518270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 150 GLOVER AVE CITY: NORWALK STATE: CT ZIP: 06856 BUSINESS PHONE: 2038451000 MAIL ADDRESS: STREET 1: 150 GLOVER AVENUE CITY: NORWALK STATE: CT ZIP: 06856 FORMER COMPANY: FORMER CONFORMED NAME: AUTO SUTURE SURGICAL CORP DATE OF NAME CHANGE: 19700507 DFAN14A 1 LETTER DATED 9/22/97 Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant [_] Filed by a Party other than the Registrant [X] Check the appropriate box: [_] Preliminary Proxy Statement [_] Definitive Proxy Statement [X] Definitive Additional Materials [_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Circon Corporation ------------------ (Name of Registrant as Specified in its Charter) United States Surgical Corporation ---------------------------------- (Name of Person Filing Proxy Statement) --------------- Payment of Filing Fee (Check the appropriate box): [X] No fee required. [_] 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: N/A (2) Aggregate number of securities to which transaction applies: N/A (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): N/A (4) Proposed maximum aggregate value of transaction: N/A (5) Total fee paid: N/A [_] Fee previously paid with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement Number: (3) Filing Party: (4) Date Filed: [LETTERHEAD OF UNITED STATES SURGICAL CORPORATION APPEARS HERE] WHEN DOES IT END, WHEN WILL MR. AUHLL AND HIS BOARD STOP IGNORING CIRCON'S SHAREHOLDERS? September 22, 1997 Dear Fellow Circon Shareholders: We would like to bring to your attention information contained in Circon's proxy material that we believe sums up exactly what we have been saying during the last 13 months about Mr. Auhll and his Board of Directors--THAT HE AND THE BOARD CANNOT BE TRUSTED AND THAT THEY ARE PUTTING THEIR INTERESTS BEFORE YOURS. This is what the Circon Board has to say: IF UNITED STATES SURGICAL CORPORATION'S NOMINEES FOR DIRECTORS ARE ELECTED AND, AS A RESULT, MR. AUHLL IS NOT --- --- REELECTED AS A DIRECTOR, CIRCON'S BOARD MAY CONSIDER ALTERNATIVE STRATEGIES THAT PERMIT MR. AUHLL TO REMAIN ON ------ THE BOARD. WE INTERPRET THIS TO MEAN, "HEADS" HE WINS, AND "TAILS" YOU LOSE. THIS IS ------- -------- PREPOSTEROUS, UNDEMOCRATIC, AND CERTAINLY NOT IN THE BEST INTEREST OF CIRCON'S SHAREHOLDERS. Stop Auhll and his Board from depriving you of an opportunity to maximize the value of your Circon shares. Demand that they stop ignoring the wishes of Circon's shareholders to sell the Company to the highest bidder. There are only 14 days left before the October 6th Circon Annual Meeting. We urge you to vote on the enclosed United States Surgical BLUE Proxy Card FOR our Director Nominees and FOR the Maximize Value Resolution. Thank you for your continued support. On behalf of the board, /s/ Leon C. Hirsch Leon C. Hirsch, Chairman United States Surgical Corporation (Over) IMPORTANT Your vote is important, no matter how many or how few Circon shares you own. U.S. Surgical urges you to mark, sign, date and return the enclosed BLUE proxy card to vote FOR the election of the U.S. Surgical nominees and FOR the approval of the Maximize Value Resolution. If your Circon shares are registered in your own name, please mark, sign and date the enclosed BLUE proxy card. Return the proxy card to U.S. Surgical, c/o Kissel-Blake Inc. in the enclosed envelope in time to be voted at the Annual Meeting. If any of your Circon shares are held in the name of a brokerage firm, bank, bank nominee or other institution on the record date, only it can vote such Circon shares and only upon receipt of your specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to execute on your behalf the BLUE proxy card. Remember--even if you have already tendered your Circon shares in U.S. Surgical's Offer, you must vote your Circon shares on the enclosed BLUE proxy card to support U.S. Surgical's nominees and the Maximize Value Resolution. If you already voted a white proxy card but wish to support the U.S. Surgical nominees and Maximize Value Resolution, please sign, date and mail the enclosed BLUE proxy card in the postage paid envelope since only the latest dated proxy is valid. For additional information please review the Proxy Statement of U.S. Surgical dated August 11, 1997. If you have any questions or require assistance voting your Circon shares, please call our proxy solicitors: KISSEL-BLAKE INC. 110 Wall Street New York, NY 10005 Call Toll Free (800) 554-7733 Brokers and Banks, please call (212) 344-6733 -----END PRIVACY-ENHANCED MESSAGE-----