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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Final Amendment
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 Final Amendment amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, originally filed with
the Securities and Exchange Commission (the "Commission") on September 24, 1999
(the "Schedule 14D-9"), by Furon Company, a California corporation (the
"Company"), as amended by Amendment No. 1 filed with the Commission on October
18, 1999. 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 Offer expired at 12:00 Midnight, New York City time, on October
22, 1999. Based on a preliminary count of ChaseMellon Shareholder Services,
L.L.C., the depositary for the Offer, as of midnight, New York City time, on
October 22, 1999, 17,746,867 Shares were validly tendered pursuant to the
Offer, representing approximately 96% of the Shares outstanding. Pursuant to
the Offer, Purchaser has accepted for payment all Shares properly tendered and
will make payment for the accepted Shares on October 27, 1999. A copy of the
press release, dated October 25, 1999, issued by Parent announcing the
expiration of the Offer is attached hereto as Exhibit 99.2 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 99.2 Press Release, dated October 25, 1999,
issued by 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 25, 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
- ---------- ----------------------
99.2 Press Release, dated October 25, 1999, issued by Norton Company
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Exhibit 99.2
NEWS RELEASE
CONTACT Dorothy C. Wackerman Norton Company
610-341-7428 750 E. Swedesford Road
Valley Forge, Pennsylvania 19482
FOR IMMEDIATE RELEASE:
NORTON COMPANY COMPLETES TENDER OFFER FOR FURON COMPANY
October 25, 1999 -- Valley Forge, PA -- Norton Company, an indirect wholly owned
subsidiary of Compagnie de Saint-Gobain (Paris, France), today announced the
successful completion of its tender offer for all of the outstanding shares of
common stock of Furon Company (NYSE: FCY) at $25.50 per share, net to the seller
in cash. The offer expired, as scheduled, at 12:00 midnight (EDT) on Friday,
October 22, 1999.
As of the expiration of the offer, based on preliminary information from the
depositary for the offer, approximately 96% of the outstanding shares of Furon
common stock had been tendered. Norton has accepted for payment all validly
tendered shares. Payment for the accepted shares will be made on October 27,
1999.
Norton and Furon will now proceed to complete a merger pursuant to which Furon
Company will become an indirect wholly owned subsidiary of Norton Company. As a
result of the merger, each share of Furon common stock that was not tendered in
the tender offer will be converted into the right to receive $25.50 in cash,
without interest, subject to appraisal rights. The merger is expected to be
completed by the end of November.
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.
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