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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
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
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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 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 3. Past Contracts, Transactions or Negotiations with the Subject
Company.
Items 3(a) and 3(b) of the Schedule 14D-1 & Schedule 13D are
hereby amended and supplemented by adding the following language thereto:
At the meeting attended by Messrs. Dearstyne, Grilli, Jung,
Doyle, Lent and Dormer on July 16, 1998, the representatives of
Parent and the Company familiarized themselves with each other's
product lines, domestic sales forces and international
distribution methods, discussed potential efficiencies that might
be realized from the transaction and discussed human resources
and administrative issues in connection with the integration of
the Company and Johnson & Johnson Professional, Inc., including
integration of senior management, in the event that the
transaction was consummated.
Item 4. Source and Amount of Funds or Other Consideration.
Item 4(b) of the Schedule 14D-1 & Schedule 13D is hereby amended
and supplemented by adding the following language thereto:
Parent currently does not intend to use its available lines of
credit to finance the Offer and
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the Merger. Instead, Parent intends to provide to the Purchaser
the funds required to consummate the Offer and the Merger from
available cash and the proceeds of short-term commercial paper
issued on terms determined as market conditions warrant. Parent
expects to repay such commercial paper out of cash flow generated
from operations and through the issuance of debt securities when
advantageous opportunities arise. Parent has not entered into any
arrangement requiring the Purchaser to repay Parent for its
capital contribution.
Item 7. Contracts, Arrangements, Understandings or Relationships with
Respect to the Subject Company's Securities.
Item 7 of the Schedule 14D-1 & Schedule 13D and Section 12 of the
Offer to Purchase are hereby amended and supplemented by adding the
following language thereto:
The indirect wholly owned subsidiaries of Roche that are parties
to the Stockholder Agreement are Corange Limited, Corange
International Limited, Corange International Holding B.V. and
Pharminvest S.A.
Item 10. Additional Information.
Item 10(f) of the Schedule 14D-1 & Schedule 13D is hereby amended
and supplemented by adding the following language thereto:
The determination concerning the satisfaction of the conditions
to the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment) will be
within the reasonable discretion of the Purchaser, and such
determination will be final and binding on all tendering
Stockholders.
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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 12, 1998
LIB ACQUISITION CORP.
By: /s/ James R. Hilton
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Name: James R. Hilton
Title: Vice President
JOHNSON & JOHNSON
By: /s/ James R. Utaski
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Name: James R. Utaski
Title: Vice President,
Business Development
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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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