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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Amendment No. 1
to
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
Furon Company
(Name of Subject Company)
Furon Company
(Name of Person Filing Statement)
Common Stock, without par value
(including the associated preferred stock purchase rights)
(Title of Class of Securities)
361106107
(CUSIP Number of Class of Securities)
Donald D. Bradley, Esq.
General Counsel and Secretary
Furon Company
29982 Ivy Glenn Drive
Laguna Niguel, California 92677
(949) 831-5350
(Name, address and telephone
number of person authorized to
receive notice and communications on
behalf of the person filing statement)
with a copy to:
Gary J. Singer, Esq.
O'Melveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660
(949) 760-9600
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This Amendment No. 1 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9, originally filed with the Securities
and Exchange Commission on September 24, 1999 (the "Schedule 14D-9") by Furon
Company, a California corporation (the "Company"). The Schedule 14D-9 was filed
in connection with the tender offer made by FCY Acquisition Corporation, a
California corporation ("Purchaser") and a wholly-owned indirect subsidiary of
Norton Company, a Massachusetts corporation ("Parent"), which is a wholly-owned
indirect subsidiary of Compagnie de Saint-Gobain, a French corporation ("Saint-
Gobain"), to purchase all the outstanding shares of common stock, without par
value, of the Company, including the associated preferred stock purchase rights
issued pursuant to the Company's Rights Agreement, dated April 30, 1999, between
the Company and The Bank of New York (collectively, the "Shares"), at $25.50 per
share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated September 24, 1999, and in the related
Letter of Transmittal (which together constitute the "Offer"), copies of which
are attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-1
dated September 24, 1999 of Purchaser, Parent and Saint-Gobain. The tender offer
is being made pursuant to an Agreement and Plan of Merger, dated as of September
18, 1999, among Parent, Purchaser and the Company.
Item 8. Additional Information to be Furnished.
Item 8 is hereby amended and supplemented by the addition of the
following information thereto:
The waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 applicable to the purchase of the Shares pursuant to the Offer
expired as of 11:59 P.M. (EDT) on October 15, 1999. Additionally, the waiting
period under the Gesetz gegen Wettbewersbeschrankungen (the German Act Against
Restraints of Competition) applicable to Purchaser's acquisition of the Shares
pursuant to the Offer was terminated on October 14, 1999. A copy of the press
release, dated October 18, 1999, issued jointly by the Company and Parent
disclosing such expiration and termination is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by the addition of the
following exhibit:
Exhibit 99.1 Joint Press Release, dated October 18, 1999,
issued by the Company and Parent.
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SIGNATURE
After reasonable 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: October 18, 1999
FURON COMPANY
By: /s/ J. Michael Hagan
--------------------------------
Name: J. Michael Hagan
Title: Chairman of the Board, Chief
Executive Officer and President
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
99.1 Joint Press Release, dated October 18, 1999, issued by Furon
Company and Norton Company.
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EXHIBIT 99.1
NEWS RELEASE
FURON COMPANY NORTON COMPANY
29982 Ivy Glenn Drive 750 E. Swedesford Road
Laguna Niguel, California 92677 Valley Forge, Pennsylvania 19482
Contact: Monty Houdeshell Contact: Dorothy C. Wackerman
Phone: 949-831-5350 Phone: 610-341-7428
FOR IMMEDIATE RELEASE:
NORTON COMPANY AND FURON COMPANY ANNOUNCE EXPIRATION
OF HART-SCOTT-RODINO WAITING PERIOD AND RECEIPT OF
GERMAN REGULATORY APPROVAL
October 18, 1999 -- Laguna Niguel, CA and Valley Forge, PA -- Norton
Company and Furon Company (NYSE: FCY) today announced that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
has expired as of 11:59 P.M. (EDT) on October 15, 1999. The waiting
period refers to the time during which the U.S. government could request
additional information or documents with respect to the proposed
acquisition by Norton of Furon. Additionally, Norton today announced
that the acquisition has received regulatory approval in Germany under
the German Act Against Restraints of Competition.
As previously announced, Norton Company and Furon are parties to a
merger agreement. Under the agreement, Norton Company commenced a tender
offer on Friday, September 24, 1999, to purchase all of the outstanding
shares of Furon at $25.50 per share, net to the seller in cash
(excluding any tax effect). The tender offer currently is scheduled to
expire at 12:00 midnight (EDT) on Friday, October 22, 1999, but may be
extended by Norton under certain conditions. The offer is made on the
condition that Norton acquires at least 90% of all outstanding Furon
shares. However, if more than 50% but fewer than 90% of such shares are
tendered into the offer, Norton will, under certain circumstances,
reduce the number of shares subject to the offer to 49.99% of the
outstanding shares and subsequently pursue a merger with Furon.
Furon is a leading designer, developer and manufacturer of highly
engineered products made primarily from specially formulated high-
performance polymer materials.
Norton Company is an indirect wholly owned subsidiary of Compagnie de
Saint-Gobain. A worldwide manufacturer serving a broad range of
industries, Norton is the world's leading manufacturer of abrasives, and
produces technologically advanced ceramics, plastics and chemical
process products. Norton's performance plastics business unit processes
high-performance plastics which are formed into flexible foams,
bearings, flexible tubing, radomes, pressure sensitive tapes, labware
fittings, sealants and films.
Saint-Gobain, one of the top 100 industrial companies in the world, is a
leading producer of flat glass, glass containers, insulation,
reinforcements, building materials, abrasives, industrial ceramics and
piping. The company's 1998 sales totaled approximately $20 billion.
Certain statements contained in this release are forward looking and
involve risks and uncertainties. Those risks and uncertainties include,
but are not limited to, the effect of general economic conditions,
impact of competitive products and pricing, general product demand,
industrial production and the other factors disclosed in Furon's
Securities and Exchange Commission filings.
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