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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 3
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FEMRX, INC.
(Name of Subject Company)
ET/FM ACQUISITION CORP.
ETHICON, INC.
JOHNSON & JOHNSON
(Bidders)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
314463 10 0
(CUSIP Number of Class of Securities)
Philip P. Crowley, Esq.
ET/FM 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
(Final Amendment)
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This statement amends and supplements the combined Tender
Offer Statement on Schedule 14D-1, as amended by Amendment No. 1
thereto, and Statement on Schedule 13D, as amended by Amendment Nos. 1
and 2 thereto, originally filed with the Securities and Exchange
Commission on October 9, 1998 (collectively and as amended, the
"Schedule 14D-1 & Schedule 13D"), by Johnson & Johnson, a New Jersey
corporation ("Parent"), ET/FM Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of Parent (the "Purchaser"), and Ethicon,
Inc., a New Jersey corporation and a wholly owned subsidiary of Parent
("Ethicon"), in connection with the offer to purchase all the
outstanding shares of Common Stock, par value $.001 per share (the
"Shares"), of FemRx, Inc., a Delaware corporation (the "Company"), at
$2.35 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 October 9, 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.
Item 10 of the Schedule 14D-1 & Schedule 13D is hereby amended
and supplemented by adding the following language thereto:
On November 9, 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 November 9, 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: November 9, 1998
ET/FM ACQUISITION CORP.
By: /s/ Philip P. Crowley
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Name: Philip P. Crowley
Title: Vice President
ETHICON, INC.
By: /s/ Philip P. Crowley
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Name: Philip P. Crowley
Title: Secretary
JOHNSON & JOHNSON
By: /s/ Philip P. Crowley
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Name: Philip P. Crowley
Title: Assistant Secretary
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EXHIBIT INDEX
Exhibit Exhibit Name Page No.
Number
*(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 October
9, 1998.
*(a)(8) Text of Joint Press Release dated October 5,
1998, issued by the Company and Parent.
*(a)(9) Schedule of Directors and Executive Officers
of Ethicon, Inc.
(a)(10) Text of Press Release dated November 9,
1998, issued by Parent.
(b) None.
*(c)(1) Agreement and Plan of Merger dated as of
October 3, 1998, among Parent, the Purchaser and the
Company.
*(c)(2) Stockholder Agreement dated as of October 3, 1998,
among Parent, the Purchaser and certain stockholders of
the Company.
*(c)(3) Letter regarding continued employment dated
October 1, 1998, between Andrew M. Thompson
and Ethicon, Inc.
*(c)(4) Letter regarding continued employment dated
October 1, 1998, between George M. Savage,
M.D., and Ethicon, Inc.
*(c)(5) Loan and Security Agreement dated as of
October 30, 1998, by and between the Purchaser and 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
Helen E. Short - Investor Relations
(732) 524-6491
FOR IMMEDIATE RELEASE
Johnson & Johnson Announces
Completion of Its Tender Offer for FemRx, Inc.
New Brunswick, NJ (Nov. 9, 1998) -- Johnson &
Johnson (NYSE: JNJ) announced today that it has accepted for
payment 8,736,973 shares of common stock of FemRx, Inc.
(Nasdaq: FMRX), representing approximately 93% of the
outstanding FemRx shares, at $2.35 per share in accord with
its tender offer for all outstanding FemRx shares. The tender
offer expired at 12:00 midnight, New York City time, on
Friday, November 6, 1998.
Johnson & Johnson intends to promptly merge ET/FM
Acquisition Corp., a wholly owned subsidiary of Johnson &
Johnson, with and into FemRx in accord with Delaware's
short-form merger provisions. As a result of the merger,
FemRx will become a direct, wholly owned subsidiary of
Johnson & Johnson and each remaining outstanding FemRx share
will be converted, subject to appraisal rights, into the
right to receive $2.35 in cash, without interest.
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