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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. 3)
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 4, 1996
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This Amendment No. 3 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 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. 3 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. This Amendment does not represent
a material change in the information set forth in the Statement.
On December 4, 1996, Furon issued a press release, a copy of which is
attached hereto as Exhibit 99.13 and is incorporated herein by reference,
relating to the expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1960.
ITEM 11. MATERIAL TO FILED AS EXHIBITS.
Item 11 is amended and supplemented by adding Exhibit 99.13, which is filed
herewith, as an exhibit to the Statement.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT NAME
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<C> <S>
99.13 Text of Press Release, dated December 4, 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 4, 1996
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EXHIBIT INDEX
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT NAME
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99.13 Text of Press Release, dated December 4, 1996, issued by Furon Company.
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EXHIBIT 99.13
For: IMMEDIATE RELEASE
Contact: Michael Hagan/Monty Houdeshell
Furon
714.831.5350
Roger Pondel/Robert M. Whetstone
Pondel Parsons & Wilkinson
310.207.9300
FURON ACQUISITION OF MEDEX CLEARS
FEDERAL TRADING COMMISSION WAITING PERIOD
Laguna Niguel, CA -- December 4, 1996 -- Furon Company (NYSE:FCY) said
today that the waiting period under the Hart-Scott-Rodino Act for the company's
planned $160 million acquisition of Medex, Inc. (Nasdaq:MDEX) has expired and
that no antitrust concerns were raised by the Federal Trade Commission or the
Department of Justice.
A definitive merger agreement and tender offer have been unanimously
approved by the board of directors of each company. Consummation of the tender
offer is subject to customary terms and conditions, including the valid tender
of at least 3,729,961 shares, representing 60% of Medex's outstanding shares at
November 12, 1996. Unless extended, the tender offer will expire at midnight on
December 16, 1996.
J. Michael Hagan, Furon's chairman and chief executive officer, said
"The acquisition of Medex will provide Furon with an important new distribution
channel to market medical products directly to health care providers. It also
represents an important step in our growth strategy that will enable us to
leverage our materials technology and manufacturing capabilities in a
non-cyclical business."
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.
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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.
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.
Certain statements contained in this release are forward looking and
may involve risk and uncertainties including, but not limited to, product
demand and market acceptance risks, the effect of economic conditions, the
impact of competitive products and pricing, product development, and other
risks disclosed in the company's Securities and Exchange Commission filings.
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