-----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, JKUBlybmjf5hFacb/lAOHcPCFjukemFNjVfe/ogfLRvmDrzop32Xzh+/m0/v/g1R xFAvdYkbhEs9LGonJVGeEA== 0000891554-98-001333.txt : 19981021 0000891554-98-001333.hdr.sgml : 19981021 ACCESSION NUMBER: 0000891554-98-001333 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19981020 SROS: NONE GROUP MEMBERS: BEDFORD FALLS INVESTORS, L.P. GROUP MEMBERS: CASTLERIGG MASTER INVESTMENTS, LTD. GROUP MEMBERS: CIRCON SHAREHOLDERS COMMITTEE GROUP MEMBERS: JEFFREY E. SCHWARZ GROUP MEMBERS: KAREN FINERMAN GROUP MEMBERS: METROPOLITAN CAPITAL ADVISORS INTERNATIONAL, LTD. GROUP MEMBERS: METROPOLITAN CAPITAL ADVISORS, INC. GROUP MEMBERS: METROPOLITAN CAPITAL III, INC. GROUP MEMBERS: P. SCHOENFELD ASSET MANAGEMENT, LLC GROUP MEMBERS: PETER M. SCHOENFELD GROUP MEMBERS: SANDELL ASSET MANAGEMENT CORP. GROUP MEMBERS: THOMAS SANDELL 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: SC 13D SEC ACT: SEC FILE NUMBER: 005-36096 FILM NUMBER: 98727937 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: SC 13D BUSINESS ADDRESS: STREET 1: C/O MACKENZIE PARTNERS INC STREET 2: 156 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10010 SC 13D 1 SCHEDULE 13D 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 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. 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 ________________________________________________________________________________ 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 ________________________________________________________________________________ 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 ________________________________________________________________________________ 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 ________________________________________________________________________________ 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 ________________________________________________________________________________ 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 ________________________________________________________________________________ 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 ________________________________________________________________________________ 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 ________________________________________________________________________________ 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 ________________________________________________________________________________ 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 ________________________________________________________________________________ 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 ________________________________________________________________________________ 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 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. 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 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 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 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. 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. 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. 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. 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. 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 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 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 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 EX-1 2 JOINT FILING AGREEMENT 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 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 EX-2 3 POWER OF ATTORNEY 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 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 EX-3 4 COPY OF NOMINEE NOTIFICATION SENT TO COMPANY 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 EX-4 5 AGREEMENT 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 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 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 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 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 ---------------------------------- EX-5 6 AGREEMENT 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 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 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 ---------------------------------- EX-6 7 AGREEMENT 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 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 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 ---------------------------------- EX-7 8 TRADES BY REPORTING PERSONS WITHIN PAST 60 DAYS 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 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 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 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----