-----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, Ntc9RHqH4EeKaLz/81W58c8TIt1Jy6CHicQ3l9OF4wkXVv3koM2XPT7/Pi55sJb1 o8qPAI0k8cHGUjSFZXbqGQ== 0000950172-97-000786.txt : 19970825 0000950172-97-000786.hdr.sgml : 19970825 ACCESSION NUMBER: 0000950172-97-000786 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970822 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CIRCON CORP CENTRAL INDEX KEY: 0000719727 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 953079904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-12025 FILM NUMBER: 97668482 BUSINESS ADDRESS: STREET 1: 6500 HOLLISTER AVE CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8059670404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES SURGICAL CORP CENTRAL INDEX KEY: 0000101788 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 132518270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 150 GLOVER AVE CITY: NORWALK STATE: CT ZIP: 06856 BUSINESS PHONE: 2038451000 MAIL ADDRESS: STREET 1: 150 GLOVER AVENUE CITY: NORWALK STATE: CT ZIP: 06856 FORMER COMPANY: FORMER CONFORMED NAME: AUTO SUTURE SURGICAL CORP DATE OF NAME CHANGE: 19700507 DFAN14A 1 Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Circon Corporation (Name of Registrant as Specified in its Charter) United States Surgical Corporation (Name of Person Filing Proxy Statement) ---------------------------- Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: N/A (2) Aggregate number of securities to which transac- tion applies: N/A (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): N/A (4) Proposed maximum aggregate value of transaction: N/A (5) Total fee paid: N/A [ ] Fee previously paid with preliminary materials. [ ] Check box if any part of the fee is offset as pro- vided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by regis- tration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement Number: (3) Filing Party: (4) Date Filed: [U.S. SURGICAL LETTERHEAD] ATTENTION Account Executives With Clients Holding Shares of Circon Corporation Common Stock August 22, 1997 United States Surgical Corporation has made a $16.50 cash offer for all outstanding shares of Circon Corporation common stock. Our offer represents a 68% premium over the average 10-trading day price of Circon stock immediately prior to U.S. Surgical's tender offer for Circon stock in August, 1996. United States Surgical's offer is not contin- gent on financing. NOTHING STANDS BETWEEN YOUR CLIENT AND OUR $16.40 CASH TENDER OFFER EXCEPT CIRCON'S BOARD OF DIRECTORS. We believe that your clients' execution today of the BLUE proxy card recently mailed to them by United States Surgical is the most effective way to facilitate our cash tender offer. If you would like to receive additional infor- mation on our cash tender offer and/or our proxy materi- al, please call your firm's Re-org department for tender offer material, the Proxy Dept. for proxy material or our information and proxy agent, Kissel-Blake Inc. at 1-800- 554-7733. -----END PRIVACY-ENHANCED MESSAGE-----