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SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 5*)
Cordis Corporation
(Name of Subject Company)
Johnson & Johnson
JNJ Acquisition Corp.
(Bidders)
Common Stock, Par Value $1.00 Per Share
(Including the Associated Rights)
(Title of Class of Securities)
21852510
(CUSIP Number of Class of Securities)
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Joseph S. Orban, Esq.
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
(908) 524-2488
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidders)
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Copy to:
Robert A. Kindler, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
*Constituting the final amendment to Schedule 14D-1.
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JNJ Acquisition Corp. and Johnson & Johnson hereby
amend their Tender Offer Statement on Schedule 14D-1 (the
"Statement"), originally filed on October 19, 1995, as
amended by Amendments No. 1-4, with respect to JNJ
Acquisition Corp.'s offer to purchase all outstanding shares
of Common Stock, par value $1.00 per share, of Cordis
Corporation, a Florida corporation, together with any
associated rights, as set forth in this Amendment No. 5.
Capitalized terms not defined herein have the meanings
assigned thereto in the Statement.
Item 10. Additional Information.
On November 6, 1995, J&J issued a press release
announcing that the Offer had been terminated as of that
date. No Shares were accepted for payment or paid for
pursuant to the Offer and all Shares previously tendered
will be returned by the Depositary. A copy of this press
release is attached hereto as Exhibit (a)(13) and is
incorporated herein by reference.
Item 11. Material to be filed as Exhibits.
(a)(13)Press Release, dated November 6, 1995.
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SIGNATURES
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 6, 1995
JOHNSON & JOHNSON,
By: /s/ James T. Lenehan
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Name: James T. Lenehan
Title: Member, Executive Committee
JNJ ACQUISITION CORP.,
By: /s/ Joseph S. Orban
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Name: Joseph S. Orban
Title: President
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
(a)(13) Press Release, dated November 6, 1995......
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Exhibit (a)(13)
Contacts:
For Johnson & Johnson: For Cordis Corporation:
Press F. Robert Kniffin Chick McDowell
(908) 524-3535 (305) 824-2821
Investors Annie H. Lo Fred Garcia or Gene Donati
(908) 524-6491 Clark & Weinstock
(212) 953-2550
FOR IMMEDIATE RELEASE
JOHNSON & JOHNSON AND CORDIS CORPORATION AGREE IN PRINCIPLE
TO $109 PER SHARE STOCK-FOR-STOCK MERGER
New Brunswick, N.J., and Miami, FL, November 6,
1995 -- Johnson & Johnson (NYSE:JNJ) and Cordis Corporation
(NASDAQ:CORD) today announced that they have agreed in
principle to a $109 per share stock-for-stock merger. The
agreement in principle is subject to the execution of a
definitive merger agreement and to Cordis' board approval of
the definitive agreement which is expected later this week.
The merger will be subject to the approval of Cordis'
shareholders.
Cordis has approximately 17.6 million shares
outstanding on a fully diluted basis, giving the merger a
total equity value, net of cash, of approximately $1.8
billion. The amount of Johnson & Johnson stock that would be
issued in the merger for each Cordis share would be the
result of dividing $109 by the average of the closing prices
per Johnson & Johnson share for the ten trading days prior
to the closing of the merger.
Ralph Larsen, Chairman and Chief Executive Officer
of Johnson & Johnson said, "The combination of Cordis and
Johnson & Johnson's interventional cardiology business is an
important strategic step for both companies to meet the
challenge of providing for customer needs in the fast
changing healthcare industry. Together, Cordis and Johnson &
Johnson Interventional Systems will create one of the
leading worldwide vascular disease management companies,
enhancing value for both companies' shareholders. The merged
company will conduct its business under the name Cordis, a
Johnson & Johnson Company, and will continue to be
headquartered in Miami, Florida."
Robert Strauss, Chairman, President and Chief
Executive Officer of Cordis Corporation, said, "We believe
that the combination of Johnson & Johnson and Cordis is in
the best interests of our shareholders, employees, and
customers. The combined company will have a product line of
exceptional quality and depth and will serve customers on a
world-wide basis. We will have the technical expertise and
resources to lead new and innovative cardiology developments
and provide enhanced value to hospitals, physicians and
patients."
Johnson & Johnson said that it has withdrawn its
$100 per share cash tender offer.
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Johnson & Johnson also said it has received a
request for additional information from the Federal Trade
Commission relating to whether combining the neuroscience
products business of Cordis with a unit of Johnson & Johnson
would raise concerns under the federal antitrust laws.
Cordis' neuroscience products business has worldwide sales
of $17 million, a small proportion of its total sales of
more than $400 million. Johnson & Johnson has already
provided documents to the Commission in response to this
request and said that it believes it will be in compliance
with that request shortly. Johnson & Johnson has also been
in discussions with the Commission staff and is optimistic
that it will soon have an agreement which will fully satisfy
all antitrust concerns.
Cordis Corporation and its subsidiaries
manufacture and market a variety of medical devices and
systems for the cardiology, electrophysiology, radiology,
interventional neuroradiology and neuroscience markets.
Johnson & Johnson, with approximately 82,000
employees, is the world's largest and most comprehensive
manufacturer of health care products serving the consumer,
pharmaceutical, diagnostics and professional markets.
Johnson & Johnson has 160 operating companies in 50
countries around the world, selling products in more than
175 countries. For the first nine months of 1995, Johnson &
Johnson reported consolidated sales of $14.0 billion for its
worldwide operations, an increase of 20.2% over worldwide
sales of $11.64 billion for the same period a year ago.
Consolidated earnings for the first nine months of 1995 were
$1.94 billion, up 19.0%.
