================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Amendment No. 1
to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
FURON COMPANY
(Name of Subject Company)
FCY ACQUISITION CORPORATION
NORTON COMPANY
COMPAGNIE DE SAINT-GOBAIN
(Bidders)
Common Stock, without par value
(Title of Class of Securities)
-----------------------
361106107
(Cusip Number)
John R. Mesher, Esq.
Saint-Gobain Corporation
750 E. Swedesford Road
Valley Forge, PA 19482-0101
Telephone: (610) 341-7000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of Bidders)
Copies to:
Carole Schiffman, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4256
================================================================================
<PAGE>
CUSIP No. 361106107
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
FCY Acquisition Corporation
I.R.S. Employer Identification No. 23-3015144
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
243,954*
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
1%
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*See footnote on page 4.
<PAGE>
CUSIP No. 361106107
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Norton Company
I.R.S. Employer Identification No. 04-1680390
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
243,954*
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
1%
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*See footnote on page 4.
<PAGE>
CUSIP No. 361106107
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Compagnie de Saint-Gobain
S.S. and I.R.S. Employer Identification No. N/A
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
243,954*
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
1%
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
HC, CO
- --------------------------------------------------------------------------------
*On September 18, 1999, FCY Acquisition Corporation (the "Purchaser")
entered into a Shareholder Agreement with the Chairman, President and Chief
Executive Officer of Furon Company (the "Company") (such individual, the
"Shareholder"), pursuant to which the Shareholder has unconditionally agreed to
tender into the Offer (as defined in the Schedule 14D-1 defined below), and not
to withdraw therefrom, the shares of Common Stock, without par value (the
"Shares") of the Company that he owned on September 18, 1999 (comprising 243,954
Shares), as well as any other Shares that he thereafter acquires, including upon
the exercise of stock options. In addition, the Shareholder has granted an
irrevocable proxy for the benefit of the Purchaser with respect to the Shares
subject to the Shareholder Agreement to vote such Shares under certain
circumstances. The Purchaser's right to vote the Shares subject to the
Shareholder Agreement is reflected in Rows 7 and 9 in each of the tables above.
A copy of the Shareholder Agreement is described more fully in Section 10 of the
Offer to Purchase dated September 24, 1999 attached to the Schedule 14D-1 as
Exhibit (a)(1).
<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (the "Schedule 14D-1") originally filed with the Securities
and Exchange Commission on September 24, 1999 by FCY Acquisition Corporation
("Purchaser"), Norton Company ("Parent") and Compagnie de Saint-Gobain with
respect to a tender offer by Purchaser to purchase all outstanding shares of
common stock, without par value, (including the associated preferred share
purchase rights) (collectively, the "Shares") of Furon Company (the "Company"),
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.
All capitalized terms used in this Amendment No. 1 without definition
have the meanings attributed to them in the Schedule 14D-1.
Item l0. Additional Information.
Item 10(b)-(c) is hereby amended and supplemented by adding to the end
thereof the following:
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 Wettbewerbsbeschrankungen (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 (a)(9)
and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by the addition of the following
exhibit:
(a)(9) Text of joint press release issued by the Company and Parent dated
October 18, 1999.
<PAGE>
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.
Dated: October 18, 1999
FCY ACQUISITION CORPORATION
By: /s/ George B. Amoss
-------------------------------------------
Name: George B. Amoss
Title: Vice President
NORTON COMPANY
By: /s/ George B. Amoss
-------------------------------------------
Name: George B. Amoss
Title: Vice President
COMPAGNIE DE SAINT-GOBAIN
By: /s/ Gianpaolo Caccini
------------------------------------------
Name: Gianpaolo Caccini
Title: Senior Vice President
<PAGE>
EXHIBITS INDEX
Exhibit
Number Title
- ------- -----
(a)(1) Offer to Purchase dated September 24, 1999.*
(a)(2) Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9).*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(6) Text of joint press release issued in the United States by the
Company and Parent dated September 19, 1999.*
(a)(7) Text of press release issued in France by Saint-Gobain dated
September 20, 1999.*
(a)(8) Summary advertisement as published in The Wall Street Journal on
September 24, 1999.*
(a)(9) Text of joint press release issued by the Company and Parent dated
October 18, 1999.**
(c)(1) Agreement and Plan of Merger dated as of September 18, 1999 among the
Company, Parent and Purchaser.*
(c)(2) Stock Option Agreement dated as of September 18, 1999 among the
Company, Parent and Purchaser.*
(c)(3) Shareholder Agreement dated as of September 18, 1999 between
Purchaser and J. Michael Hagan.*
(c)(4) Confidentiality Agreement dated as of May 27, 1999 between the
Company and Saint-Gobain Industrial Ceramics, Inc., a wholly owned
subsidiary of Parent.*
- ----------
*Previously Filed.
**Filed with this Amendment No. 1.
<PAGE>
Exhibit (a)(9)
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.
<PAGE>
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.
# # #
