SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 6
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DEPUY, INC.
(Name of Subject Company)
LIB ACQUISITION CORP.
JOHNSON & JOHNSON
(Bidders)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
249726 10 0
(CUSIP Number of Class of Securities)
James R. Hilton, Esq.
LIB Acquisition Corp.
c/o Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
(732) 524-2450
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Bidders)
Copies to:
Robert A. Kindler, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
October 14, 1998
(Date of Event Which Requires Filing Statement on Schedule 13D)
<PAGE>
This statement amends and supplements the combined
Tender Offer Statement on Schedule 14D-1, as amended by
Amendment Nos. 1 through 4 thereto, and Statement on Schedule
13D, as amended by Amendment Nos. 1 through 5 thereto,
originally filed with the Securities and Exchange Commission
on July 27, 1998 (collectively and as amended, the "Schedule
14D-1 & Schedule 13D"), by Johnson & Johnson, a New Jersey
corporation ("Parent"), and LIB Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Parent (the
"Purchaser"), in connection with the offer to purchase all
the outstanding shares of Common Stock, par value $.01 per
share (the "Shares"), of DePuy, Inc., a Delaware corporation
(the "Company"), at $35 per Share, net to the seller in cash,
without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 27,
1998 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer").
Capitalized terms used and not defined herein shall have the
meanings assigned to such terms in the Offer to Purchase and
the Schedule 14D-1 & Schedule 13D.
Item 10. Additional Information.
Items 10(b) and 10(c) of the Schedule 14D-1 &
Schedule 13D are hereby amended and supplemented by adding
the following language thereto:
On October 14, 1998, Parent issued a press release,
a copy of which is attached hereto as Exhibit (a)(12)
and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by
adding the following:
(a)(12) Text of Press Release dated October 14,
1998, issued by Parent.
<PAGE>
SIGNATURE
After due 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.
Dated: October 15, 1998
LIB ACQUISITION CORP.
By: /s/ James R. Hilton
---------------------------
Name: James R. Hilton
Title: Vice President
JOHNSON & JOHNSON
By: /s/ Peter S. Galloway
---------------------------
Name: Peter S. Galloway
Title: Secretary
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Name Page No.
*(a)(1) Offer to Purchase.
*(a)(2) Letter of Transmittal.
*(a)(3) Notice Of Guaranteed Delivery.
*(a)(4) Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other
Nominees.
*(a)(5) Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust
Companies and Other Nominees.
*(a)(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form
W-9.
*(a)(7) Form of Summary Advertisement dated July
27, 1998.
*(a)(8) Text of Joint Press Release dated July
21, 1998, issued by the Company, Parent
and Roche Holding Ltd.
*(a)(9) Text of Press Release dated August 4,
1998, issued by Parent.
*(a)(10) Text of Press Release dated August 20,
1998, issued by Parent.
*(a)(11) Text of Press Release dated September 15,
1998, issued by Parent.
(a)(12) Text of Press Release dated October 14,
1998, issued by Parent.
(b) None.
*(c)(1) Agreement and Plan of Merger dated as of
July 21, 1998, among Parent, the
Purchaser and the Company.
*(c)(2) Stockholder Agreement dated as of July
21, 1998, among Parent, the Purchaser and
certain stockholders of the Company.
(d) None.
(e) Not applicable.
(f) None.
- --------------------
*Previously filed.
<PAGE>
EXHIBIT (a)(12)
Johnson & Johnson
NEW BRUNSWICK, NJ 08933
Contact: Jeffrey Leebaw - Media Relations
(732) 524-3350
Helen Short - Investor Relations
(732) 524-6491
Lesley Fishman
(732) 524-3922
FOR IMMEDIATE RELEASE
Johnson & Johnson Announces
Extension of Tender Offer
For DePuy, Inc. to October 29
New Brunswick, NJ (Oct. 14, 1998) - Johnson &
Johnson (NYSE: JNJ) announced today that its tender offer for
all outstanding shares of common stock of DePuy, Inc. (NYSE:
DPU) has been extended.
As previously announced, Johnson & Johnson filed
the required notification with the Commission of the European
Union with respect to the tender offer on September 15, 1998.
Under the European Merger Control Regulation, the Commission
has one month to complete its preliminary investigation and
determine whether it needs to initiate a further
investigation of the transaction. This period has been
extended to October 28, 1998 to permit time for review of a
proposed formal commitment by Johnson & Johnson which relates
to one European Union member state and that is intended to
allow the Commission to approve the acquisition. Because
clearance under the Merger Control Regulation accordingly
will not be obtained prior to the currently scheduled October
16 expiration date for the tender offer, Johnson & Johnson
and DePuy have agreed to extend the tender offer until 5
p.m., New York City time, on October 29, 1998.
The depositary for the tender offer, First Chicago
Trust Company of New York, has advised Johnson & Johnson that
93,164,987 DePuy shares, approximately 92.3% of the
outstanding shares on a fully diluted basis, had been
tendered and not withdrawn as of the close of business on
Tuesday, October 13, 1998.
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