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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)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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MEDEX, INC.
(NAME OF SUBJECT COMPANY)
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FCY, INC.
FURON COMPANY
(BIDDERS)
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COMMON SHARES, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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0005841051
(CUSIP NUMBER OF CLASS OF SECURITIES)
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DONALD D. BRADLEY, ESQ.
FURON COMPANY
29982 IVY GLENN DRIVE
LAGUNA NIGUEL, CALIFORNIA 92677
(714) 831-5350
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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COPY TO:
GARY J. SINGER, ESQ.
THOMAS E. WOLFE, ESQ.
O'MELVENY & MYERS LLP
610 NEWPORT CENTER DRIVE, SUITE 1700
NEWPORT BEACH, CALIFORNIA 92660-6429
(714) 760-9600
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DECEMBER 20, 1996
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This Amendment No. 5 amends and supplements the Schedule 14D-1 Tender Offer
Statement (as such may be amended from time to time, the "Statement") filed on
November 15, 1996, as amended by Amendment No. 1 filed on November 27, 1996,
Amendment No. 2 filed on December 2, 1996, Amendment No. 3 filed on December 4,
1996 and Amendment No. 4 filed on December 17, 1996, by Furon Company, a
California corporation ("Furon"), and FCY, Inc., an Ohio corporation
("Purchaser") and wholly owned subsidiary of Furon, relating to the offer by
Purchaser to purchase all outstanding common shares, par value $.01 per share
(the "Shares"), of Medex, Inc., an Ohio corporation, including the associated
common share purchase rights (the "Rights") issued under the Rights Agreement,
dated as of October 12, 1996 and as amended, between the Company and the
Huntington National Bank, as rights agent, at a price of $23.50 per Share (and
associated Right), net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
November 15, 1996, and in the related Letter of Transmittal. The Statement as
filed on November 15, 1996 also constituted a statement on Schedule 13D (the
"13D Statement"). This Amendment No. 5 does not amend or supplement the 13D
Statement.
All capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed thereto in the Statement.
ITEM 10. ADDITIONAL INFORMATION
The information set forth in Item 10(f) of the Statement is hereby amended
and supplemented by the following information.
On December 19, 1996, Furon issued a press release, a copy of which is
attached hereto as Exhibit 99.15 and is incorporated herein by reference,
extending the Offer until 5:00 p.m., New York City time, Thursday, January 2,
1997.
ITEM 11. MATERIAL TO FILED AS EXHIBITS.
Item 11 is amended and supplemented by adding Exhibit 99.15, which is filed
herewith, as an exhibit to the Statement.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT NAME
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<C> <S>
99.15 Text of Press Release, dated December 19, 1996, issued by Furon Company.
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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.
FCY, INC.
By: /s/ DONALD D. BRADLEY
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Name: Donald D. Bradley
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Title: Secretary
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FURON COMPANY
By: /s/ DONALD D. BRADLEY
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Name: Donald D. Bradley
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Title: General Counsel and Secretary
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Dated: December 20, 1996
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EXHIBIT INDEX
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT
NUMBER EXHIBIT NAME
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99.15 Text of Press Release, dated December 19, 1996, issued by
Furon Company.
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EXHIBIT 99.15
For: IMMEDIATE RELEASE
(CORRECTS 82.3% REFERENCE TO 90%)
Contact: MICHAEL HAGAN/MONTY HOUDESHELL
FURON
714.831.5350
ROGER PONDEL/ROBERT M. WHETSTONE
ROGER PONDEL & WILKINSON
310.207.9300
FURON CORRECTS PRESS RELEASE:
FURON EXTENDS TENDER OFFER FOR MEDEX
Laguna Niguel, CA -- December 19, 1996 -- Furon Company (NYSE:FCY)
announced today that it has extended its tender offer for any and all of the
outstanding common shares, including associated common share purchase rights,
of Medex, Inc. (Nasdaq:MDEX) until 5:00 p.m., New York City time, Thursday,
January 2, 1997, unless the tender offer is further extended. Furon stated that
it does not intend to further extend the tender offer as long as at the
expiration it beneficially owns 90% or more of Medex's outstanding shares and
the conditions to its obligation to complete the tender offer remain satisfied.
The tender offer was last scheduled to expire at 5:00 p.m., New York City time,
Thursday, December 19, 1996. All other terms and conditions of the tender offer
remain unchanged.
Furon commenced the tender offer to purchase any and all outstanding
common shares, including associated common share purchase rights, of Medex at a
price of $23.50 per share, net to the seller in cash, without interest
thereon, on November 15, 1996. As of 3:00 p.m., New York City time, on
Thursday, December 19, 1996, a total of 5,114,054 common shares of Medex,
including notices of guaranteed delivery, had been tendered and not withdrawn.
The tendered shares, together with the shares which commencing January 2, 1996
certain of Medex's directors and officers have agreed to either tender pursuant
to the tender offer or sell to Medex, constitute approximately 90% of the
total outstanding common shares of Medex and would enable Furon to effect the
merger of Medex following the completion of the tender offer on a so-called
"short form" basis (i.e., without a vote of its shareholders). [The foregoing
reference to 90% was misstated as 82.3% in the previous press release.]
Medex, based in Hilliard, Ohio, had sales of $99.3 million for its
fiscal year ended June 30, 1996. The company manufactures polymer based
critical care products and infusion systems for medical and surgical
applications.
Furon, a leading international manufacturer of engineered polymer
components, serves a number of industries, including health care. Furon had
sales of $345 million for its fiscal year ended February 3, 1996.
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Furon is the world's leader in engineered polymer components for the
industrial marketplace. The company serves five key markets: industrial
process, transportation, electronics, healthcare and capital goods.
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