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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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DEPUY, INC.
(Name of Subject Company)
DEPUY, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
249726 10 0
(CUSIP Number of Class of Securities)
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JAMES A. LENT
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
DEPUY, INC.
700 ORTHOPAEDIC DRIVE
WARSAW, INDIANA 46580
TELEPHONE: (219) 267-8143
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of Person(s) Filing Statement)
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COPIES TO:
JEFFREY E. COHEN, ESQ.
COUDERT BROTHERS
1114 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 626-4400
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This statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, as amended ("Schedule 14D-9"), in connection with
the offer (the "Offer") by LIB Acquisition Corp., a Delaware corporation
("Purchaser") and wholly-owned subsidiary of Johnson & Johnson, a New Jersey
corporation ("Parent"), to purchase for cash all the outstanding shares of
Common Stock, par value $.01 per share (the "Shares"), of DePuy, Inc. (the
"Company"). The Offer was made pursuant to the terms of an Agreement and Plan of
Merger dated as of July 21, 1998, between Parent, Purchaser and the Company. All
capitalized terms used but not defined herein shall have the meanings set forth
with respect to such terms in Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended to add the following paragraph:
The Offer expired at 5:00 p.m., New York City time, on October 29,
1998. At the completion of the Offer, a total of 98,630,546 Shares were tendered
pursuant to the Offer, representing approximately 99.7% of the Shares of the
Company. The Purchaser accepted for payment all Shares validly tendered, and not
withdrawn, in the Offer. A copy of the press release issued by Parent on October
29, 1998 is attached hereto as Exhibit 9 and incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented to add the following:
Exhibit 9 -- Press Release issued by Parent, dated October 29, 1998.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DEPUY, INC.
Dated: October 30, 1998
By: /s/ James A. Lent
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Name: James A. Lent
Title: Chairman and Chief Executive
Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE NO.
Exhibit 1 -- Offer to Purchase dated July 27, 1998 (incorporated by
reference to Exhibit (a)(1) to the Schedule 14D-1).
Exhibit 2 -- Letter of Transmittal (incorporated by reference to
Exhibit (a)(2) to the Schedule 14D-1).
Exhibit 3 -- Form of Summary Advertisement dated July 27, 1998
(incorporated by reference to Exhibit (a)(7) to the
Schedule 14D-1).
Exhibit 4 -- Text to Joint Press Release dated July 21, 1998, issued
by the Company, Parent and Roche Holding Ltd
(incorporated by reference to Exhibit (a)(8) to the
Schedule 14D-1).
Exhibit 5 -- Opinion of Bear Stearns dated July 20, 1998. * **
Exhibit 6 -- Letter to Stockholders dated July 27, 1998 from James
A. Lent, Chairman and Chief Executive Officer of the
Company. * **
Exhibit 7 -- Agreement and Plan of Merger dated as of July 21, 1998,
among Parent, Purchaser and the Company (incorporated
by reference to Exhibit (c)(1) to the Schedule 14D-1).
Exhibit 8 -- Stockholder Agreement dated as of July 21, 1998, among
Parent, Purchaser and certain stockholders of the
Company (incorporated by reference to Exhibit (c)(2) to
the Schedule 14D-1).
Exhibit 9 -- Press Release issued by Parent, dated October 29,
1998.***
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* Included in copies mailed to stockholders.
** Previously filed.
*** Filed herewith.
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EXHIBIT 9
Contact: Robert V. Andrews - Media Relations
(732) 524-3348
Helen E. Short - Investor Relations
(732) 524-6491
FOR IMMEDIATE RELEASE
Johnson & Johnson Announces
Completion of its Tender Offer for DePuy, Inc.
New Brunswick, NJ (Oct. 29, 1998) - Johnson & Johnson (NYSE:
JNJ) announced today that it has accepted for payment 98,630,546 shares of
common stock of DePuy, Inc. (NYSE: DPU), representing approximately 99.7% of the
outstanding DePuy shares, at $35 per share in accord with its tender offer for
all outstanding DePuy shares. The tender offer expired today at 5:00 P.M., New
York City time.
Johnson & Johnson intends to promptly merge LIB Acquisition
Corp., a wholly owned subsidiary of Johnson & Johnson, with and into DePuy in
accord with Delaware's short-form merger provisions. As a result of the merger,
DePuy will become a direct, wholly owned subsidiary of Johnson & Johnson and
each remaining outstanding DePuy share will be converted, subject to appraisal
rights, into the right to receive $35 in cash, without interest.
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