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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 4
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
August 19, 1998
(Date of Event Which Requires Filing Statement on Schedule 13D)
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<PAGE>
This statement amends and supplements the combined Tender Offer
Statement on Schedule 14D-1, as amended by Amendment Nos. 1 and 2 thereto,
and Statement on Schedule 13D, as amended by Amendment Nos. 1 through 3
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 August 20, 1998, Parent issued a press release, a copy of
which is attached hereto as Exhibit (a)(10) 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)(10) Text of Press Release dated August 20, 1998, issued by
Parent.
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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: August 20, 1998
LIB ACQUISITION CORP.
By: /s/ James R. Hilton
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Name: James R. Hilton
Title: Vice President
JOHNSON & JOHNSON
By: /s/ Roger S. Fine
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Name: Roger S. Fine
Title: Vice President
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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.
(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.
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*Previously filed.
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EXHIBIT (a)(10)
Johnson & Johnson
NEW BRUNSWICK, NJ 08933
Contact: Robert V. Andrews - Media Relations
(732) 524-3348
David R. Sheffield - Investor Relations
(732) 524-6491
FOR IMMEDIATE RELEASE
Johnson & Johnson Announces Expiration
Of Hart-Scott-Rodino Antitrust Waiting Period
And Extension of Tender Offer for DePuy, Inc. to October 5
New Brunswick, NJ (Aug. 20, 1998) - Johnson & Johnson (NYSE: JNJ)
announced today that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act expired yesterday with respect to its tender
offer for all outstanding shares of common stock of DePuy, Inc. (NYSE: DPU)
at $35 per share.
The tender offer remains subject to, among other conditions,
clearance under the European Union merger control regulation. Johnson &
Johnson expects to file the required notification with the Commission of
the European Union on or about September 4, 1998. The Commission will have
one month from the date of the filing to complete its preliminary
investigation and determine whether it needs to initiate a further
investigation of the transaction. Because clearance under the European
Union merger control regulation accordingly will not be obtained prior to
the currently scheduled August 21 expiration date for the tender offer,
Johnson & Johnson and DePuy have agreed that the tender offer will be
extended until 5:00 P.M., New York City time, on October 5, 1998.
The depositary for the tender offer, First Chicago Trust Company
of New York, has advised Johnson & Johnson that 4,891,214 DePuy shares had
been tendered and not withdrawn as of the close of business on Wednesday,
August 19, 1998.
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