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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 2
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 4, 1998
(Date of Event Which Requires Filing Statement on Schedule 13D)
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<PAGE>
This statement amends and supplements the Tender Offer Statement
on Schedule 14D-1 and Amendment No. 1 to the Statement on Schedule 13D
filed with the Securities and Exchange Commission on July 27, 1998 (the
"Schedule 14D-1 & Schedule 13D/A") 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/A.
Item 10. Additional Information.
Items 10(b) and 10(c) of the Schedule 14D-1 & Schedule 13D/A are
hereby amended and supplemented by adding the following language thereto:
On August 4, 1998, Parent issued a press release, a copy of which
is attached hereto as Exhibit (a)(9) 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)(9) Text of Press Release dated August 4, 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 5, 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.
(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)(9)
FOR IMMEDIATE RELEASE
Johnson & Johnson
New Brunswick, NJ 08933
Contact: Jeffrey J. Leebaw - Media Relations
732-524-3350
David R. Sheffield - Investor Relations
732-524-6491
FOR IMMEDIATE RELEASE
Johnson & Johnson Announces
Hart-Scott-Rodino Antitrust Filing
In Offer for DePuy, Inc.
New Brunswick, NJ (Aug. 4, 1998)-Johnson & Johnson (NYSE: JNJ)
announced that today it filed a Notification and Report Form under the
Hart-Scott-Rodino Antitrust Improvements Act (the "HSR Act"), with respect
to its tender offer for all outstanding shares of common stock of DePuy,
Inc. (NYSE: DPU).
The waiting period will expire at 11:59 p.m., New York City time,
on Aug. 19, 1998, unless early termination of the waiting period is granted
or unless the waiting period is extended because federal antitrust
regulators request additional information. In addition to expiration or
termination of the HSR Act waiting period, the tender offer is subject to,
among other conditions, clearance under the European Union merger control
regulation.
On July 27, Johnson & Johnson began the cash tender offer for all
outstanding shares of DePuy, Inc. for $35.00 per share.
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