-----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, SnFxmqMtIVMeHduKbO5f2lNYBZXRn+xBl12c7cIsAGlk0ItvHFhdlv8FyZYHzivp oD1xrow9tuysAtZZArFJ8A== 0000891554-98-001332.txt : 19981021 0000891554-98-001332.hdr.sgml : 19981021 ACCESSION NUMBER: 0000891554-98-001332 CONFORMED SUBMISSION TYPE: PREC14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981020 SROS: NONE 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: PREC14A SEC ACT: SEC FILE NUMBER: 000-12025 FILM NUMBER: 98727920 BUSINESS ADDRESS: STREET 1: 6500 HOLLISTER AVE CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8059670404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CIRCON SHAREHOLDERS COMMITTEE CENTRAL INDEX KEY: 0001072328 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: PREC14A BUSINESS ADDRESS: STREET 1: C/O MACKENZIE PARTNERS INC STREET 2: 156 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10010 PREC14A 1 SCHEDULE 14A INFORMATION 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: 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. -----END PRIVACY-ENHANCED MESSAGE-----