EXHIBIT 99(A)(4)
SALOMON BROTHERS INC
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XXXXXXX XXXXXXXX
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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
CIRCON CORPORATION
AT
$16.50 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 6:00 P.M.,
NEW YORK CITY TIME, ON THURSDAY, SEPTEMBER 25, 1997,
UNLESS THE OFFER IS EXTENDED.
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August 5, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been engaged by USS Acquisition Corp., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of United States Surgical
Corporation, a Delaware corporation ("Parent"), to act as Dealer Manager in
connection with the Purchaser's offer to purchase all outstanding shares of
common stock, par value $0.01 per share (the "Shares") of Circon Corporation,
a Delaware corporation (the "Company"), including the associated preferred
share purchase rights (the "Rights") issued pursuant to the Preferred Shares
Rights Agreement, dated as of August 14, 1996, between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights
Agreement"), at a price of $16.50 per Share and Right, 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, dated August 5, 1997
(the "Offer to Purchase") and in the Letter of Transmittal (which, as amended
from time to time, together constitute the "Offer") enclosed herewith. Unless
the context requires otherwise, all references to Shares herein shall include
the Rights, and all references to the Rights shall include all benefits that
may inure to shareholders of the Company or to the holders of the Rights
pursuant to the Rights Agreement.
If the Purchaser declares that the Rights Condition (as defined in the Offer
to Purchase) is satisfied, the Purchaser will not require delivery of the
Rights. Unless and until the Purchaser declares that the Rights Condition is
satisfied, holders of Shares will be required to tender one Right for each
Share tendered in order to effect a valid tender of such Shares. If Rights
Certificates (as defined in the Offer to Purchase) have been distributed to
holders of Shares prior to the date of tender pursuant to the Offer, Rights
Certificates representing a number of Rights equal to the number of Shares
being tendered must be delivered to the Depositary in order for such Shares to
be validly tendered. If Rights
Certificates have not been distributed prior to the time Shares are tendered
pursuant to the Offer, a tender of Shares without Rights constitutes an
agreement by the tendering shareholder to deliver Rights Certificates
representing a number of Rights equal to the number of Shares tendered
pursuant to the Offer to the Depositary within three Nasdaq National Market
trading days after the date Rights Certificates are distributed. The Purchaser
reserves the right to require that the Depositary receive such Rights
Certificates prior to accepting Shares for payment. Payment for Shares
tendered and purchased pursuant to the Offer will be made only after timely
receipt by the Depositary of, among other things, Rights Certificates, if such
Rights Certificates have been distributed to holders of Shares. The Purchaser
will not pay any additional consideration for the Rights tendered pursuant to
the Offer.
Holders whose certificates for Shares and, if applicable, Right Certificates
are not immediately available (including if Rights Certificates have not yet
been distributed) or who cannot deliver confirmation of the book-entry
transfer of their Shares and, if applicable, Rights into the Depositary's
account at a Book-Entry Transfer Facility ("Book-Entry Confirmation") and all
other documents required hereby to the Depositary on or prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase) must tender
their Shares and, if applicable, Rights according to the guaranteed delivery
procedures set forth in Section 2 of the Offer to Purchase. See Instruction 2
of the Letter of Transmittal. Delivery of documents to a Book-Entry Transfer
Facility does not constitute delivery to the Depositary.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE SATISFACTION OF THE
MINIMUM CONDITION, THE RIGHTS CONDITION, THE BUSINESS COMBINATION CONDITION,
THE EXPIRATION OR TERMINATION OF ALL WAITING PERIODS IMPOSED BY THE XXXX-
XXXXX-XXXXXX ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED, AND THE
REGULATIONS THEREUNDER AND THE SATISFACTION OF THE OTHER CONDITIONS SET FORTH
IN SECTION 14 OF THE OFFER TO PURCHASE. THE OFFER IS NOT CONDITIONED ON THE
RECEIPT OF FINANCING.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, or who hold
Shares registered in their own names, we are enclosing the following
documents:
1. The Offer to Purchase, dated August 5, 1997;
2. A Letter of Transmittal to be used by holders of Shares in accepting
the Offer and tendering Shares and/or Rights;
3. A Notice of Guaranteed Delivery to be used to accept the Offer if the
certificates evidencing such Shares and/or Rights are not immediately
available (including if certificates for Rights have not yet been
distributed) or time will not permit all required documents to reach the
Depositary (as defined in the Offer to Purchase) prior to the Expiration
Date (as defined in the Supplement) or the procedure for book-entry
transfer cannot be completed on a timely basis;
4. A letter which may be sent to your clients for whose accounts you hold
Shares registered in your name or in the name of your nominees, with space
provided for obtaining such clients' instructions with regard to the Offer;
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. A return envelope addressed to the Depositary.
In order to take advantage of the Offer, a duly executed and properly
completed revised Letter of Transmittal and any other required documents
should be sent to the Depositary and certificates
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representing the tendered Shares and, if applicable, Rights should be (i)
delivered or (ii) tendered by book-entry transfer, all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension
or amendment), the Purchaser will purchase, by accepting for payment, and will
pay for all outstanding Shares (and, if applicable, Rights) validly tendered
and not withdrawn prior to the Expiration Date promptly after the Expiration
Date. For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment, and thereby purchased, tendered Shares (and, if applicable,
Rights) as, if and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance of such Shares and Rights for payment
pursuant to the Offer. In all cases, payment for Shares and Rights purchased
pursuant to the Offer will be made only after timely receipt by the Depositary
of (i) the certificates or timely confirmation of a book-entry transfer of
such Shares and, if applicable, the associated Rights, if such procedure is
available, into the Depositary's account at The Depository Trust Company or
the Philadelphia Depositary Trust Company pursuant to the procedures set forth
in Section 2 of the Offer to Purchase, (ii) the Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, or an Agent's Message (as defined in Section 2 of the
Offer to Purchase) and (iii) any other documents required by the Letter of
Transmittal.
The Purchaser will not pay any fees or commissions to any broker or dealer
or any other person (other than the Dealer Manager, the Information Agent and
the Depositary as described in Section 16 of the Offer to Purchase) in
connection with the solicitation of tenders of Shares pursuant to the Offer.
The Purchaser will, however, upon request, reimburse you for customary mailing
and handling expenses incurred by you in forwarding the enclosed materials to
your clients.
The Purchaser will pay any stock transfer taxes incident to the transfer to
it of validly tendered Shares and Rights, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 6:00
P.M., NEW YORK CITY TIME, ON THURSDAY, SEPTEMBER 25, 1997, UNLESS THE OFFER IS
EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or a facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Depositary, and certificates evidencing the tendered Shares (and, if
applicable, Rights) should be delivered or such Shares (and, if applicable,
Rights) should be tendered by book-entry transfer, all in accordance with the
Instructions set forth in the Letter of Transmittal and the Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents to the Depositary prior
to the Expiration Date or to comply with the procedures for book-entry
transfer on a timely basis, a tender may be effected by following the
guaranteed delivery procedures specified under Section 2 of the Offer to
Purchase.
The Offer is made solely by the Offer to Purchase and the 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
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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.
Any inquiries you may have with respect to the Offer should be addressed to
Salomon Brothers Inc, the Dealer Manager, or Xxxxxx-Xxxxx Inc., the
Information Agent, at their respective addresses and telephone numbers set
forth on the back cover page of the Offer to Purchase.
Additional copies of the enclosed materials and the Offer to Purchase may be
obtained by calling Xxxxxx-Xxxxx Inc., the Information Agent, collect at (212)
344-6733 or toll-free at (000) 000-0000, from the undersigned, Salomon
Brothers Inc, telephone (000) 000-0000, or from brokers, dealers, commercial
banks or trust companies.
Very truly yours,
SALOMON BROTHERS INC
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF PARENT, THE PURCHASER, THE COMPANY, THE
DEPOSITARY, THE INFORMATION AGENT OR THE DEALER MANAGER, OR ANY AFFILIATE OF
ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT
OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER
OTHER THAN THE DOCUMENTS ENCLOSED AND THE STATEMENTS CONTAINED THEREIN.
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