General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 7 30K
2: EX-1 Joint Acquisition Statement 1 7K
3: EX-2 Statement on Schedule 14D-1, Dated 8/2/96 6 27K
4: EX-99.A(1) Offer to Purchase 37 177K
5: EX-99.A(2) Letter of Transmittal 11 50K
6: EX-99.A(3) Notice of Guaranteed Delivery 3 15K
7: EX-99.A(4) Letter to Brokers, Dealers, Etc. 3 17K
8: EX-99.A(5) Letter to Clients 3 15K
9: EX-99.A(6) Guidelines for Cert. of Taxpayer 4± 19K
10: EX-99.A(7) Summary Advertisement 4± 19K
11: EX-99.A(8) Press Release 3 14K
12: EX-99.B(1) Commitment Letter 11 43K
EX-99.A(5) — Letter to Clients
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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
CIRCON CORPORATION
AT
$18 NET PER SHARE
BY
USS ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
UNITED STATES SURGICAL CORPORATION
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON THURSDAY, AUGUST 29, 1996,
UNLESS THE OFFER IS EXTENDED.
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August 2, 1996
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated August 2,
1996 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
as amended from time to time, together constitute the "Offer") in connection
with the Offer by USS Acquisition Corp., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of United States Surgical
Corporation, a Delaware corporation ("Parent"), to purchase all outstanding
shares of common stock, par value $0.01 per share (the "Shares") of Circon
Corporation, a Delaware corporation (the "Company"), at a price of $18 per
Share, net to the seller in cash, without interest thereon (the "Offer
Price"), upon the terms and subject to the conditions set forth in the Offer
to Purchase.
THE MATERIAL IS BEING SENT TO YOU AS THE BENEFICIAL OWNER OF SHARES HELD BY
US FOR YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. WE ARE THE HOLDER OF
RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE
MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE
LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT
BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf any or all of the Shares held by us for your account, upon the terms
and subject to the conditions set forth in the Offer to Purchase.
Your attention is invited to the following:
1. The tender price is $18 per Share, net to the seller in cash, without
interest thereon.
2. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Thursday, August 29, 1996, unless the Offer is extended.
3. The Offer is being made for all outstanding Shares.
4. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED
IN THE OFFER TO PURCHASE) THAT NUMBER OF SHARES WHICH, WHEN ADDED TO THE
SHARES BENEFICIALLY OWNED BY THE PURCHASER AND ITS AFFILIATES, WOULD
REPRESENT 67% OF THE OUTSTANDING SHARES ON A FULLY DILUTED BASIS (AS
DEFINED IN THE OFFER TO PURCHASE) ON THE DATE OF PURCHASE AND (II) THE
ACQUISITION OF SHARES PURSUANT TO THE OFFER AND THE PROPOSED MERGER HAVING
BEEN APPROVED PURSUANT TO SECTION 203 OF THE DELAWARE GENERAL CORPORATION
LAW ("SECTION 203") OR THE PURCHASER BEING SATISFIED, IN ITS SOLE
DISCRETION, THAT THE PROVISIONS OF SECTION 203 ARE OTHERWISE INAPPLICABLE
TO THE ACQUISITION OF SHARES PURSUANT TO THE OFFER AND THE PROPOSED MERGER.
SEE SECTION 14 OF THE OFFER TO PURCHASE.
5. The Offer is not conditioned on the receipt of financing.
6. Tendering shareholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by the
Purchaser pursuant to the Offer.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal. The Offer is not being made to (nor will tenders be accepted from
or on behalf of) holders of Shares in any jurisdiction in which the making of
the Offer or the acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. Neither the Purchaser
nor Parent is aware of any jurisdiction in which the making of the Offer or
the acceptance thereof would not be in compliance with the laws of such
jurisdiction. To the extent the Purchaser or Parent becomes aware of any state
law that would limit the class of offerees in the Offer, the Purchaser will
amend the Offer and, depending on the timing of such amendment, if any, will
extend the Offer to provide adequate dissemination of such information to such
holders of shares prior to the expiration of the Offer. In any jurisdiction
the securities, blue sky or other laws of which require the Offer to be made
by a licensed broker or dealer, the Offer is being made on behalf of the
Purchaser by the Dealer Manager or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form contained
in this letter. An envelope in which to return your instructions to us is
enclosed. If you authorize the tender of your Shares, all such Shares will be
tendered unless otherwise specified on the instruction form contained in this
letter. Your instructions should be forwarded to us in ample time to permit us
to submit a tender on your behalf prior to the expiration of the Offer.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
OF
CIRCON CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated August 2, 1996, and the related Letter of Transmittal
(which, as amended from time to time, together constitute the "Offer"), in
connection with the Offer by USS Acquisition Corp., a Delaware corporation
(the "Purchaser") and a wholly owned subsidiary of United States Surgical
Corporation, a Delaware corporation ("Parent"), to purchase all outstanding
shares of common stock, par value $0.01 per share (the "Shares"), of Circon
Corporation, a Delaware corporation (the "Company"), at a price equal to $18
per Share, net to the seller in cash.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) held by you
for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase.
Number of Shares to be Tendered*
___________________________________ Shares
Account Number: __________________________
Dated: _____________________________, 1996
SIGN HERE
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Signature(s)
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Please type or print name(s)
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Please type or print address(es) here
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Area Code and Telephone Number
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Taxpayer Identification or
Social Security Number(s)
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* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
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Dates Referenced Herein and Documents Incorporated by Reference
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