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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Final Amendment
(Amendment No. 2)
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)
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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
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<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
17,746,867
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
96%
10 TYPE OF REPORTING PERSON
CO
2
<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
17,746,867
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
96%
10 TYPE OF REPORTING PERSON
CO
3
<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
17,746,867
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
96%
10 TYPE OF REPORTING PERSON
HC, CO
4
<PAGE>
This Final Amendment amends and supplements the Tender Offer Statement
on Schedule 14D-1 (the "Schedule 14D-1") originally filed with the Securities
and Exchange Commission (the "Commission") on September 24, 1999 by FCY
Acquisition Corporation ("Purchaser"), Norton Company ("Parent") and Compagnie
de Saint-Gobain, as amended by Amendment No. 1 filed with the Commission on
October 18, 1999, 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 Final Amendment without definition
have the meanings attributed to them in the Schedule 14D-1.
Item 6. Interest in Securities of the Subject Company.
Item 6(a)-(b) is hereby amended and supplemented by adding to the end
thereof the following:
The Offer expired at 12:00 Midnight, New York City time, on October 22,
1999. Based on a preliminary count of the Depositary, as of midnight, New York
City time, on October 22, 1999, 17,746,867 Shares were properly 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 issued in the United States by Parent and a copy of
the press release issued in France by Saint-Gobain, each dated October 25, 1999,
announcing the expiration of the Offer are attached hereto as Exhibit (a)(10)
and Exhibit (a)(11) respectively, and are 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 exhibits:
(a)(10) Text of press release issued in the United States by Parent dated
October 25, 1999.
(a)(11) Text of press release issued in France by Saint-Gobain dated
October 25, 1999.
5
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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.
Dated: October 25, 1999
FCY ACQUISITION CORPORATION
By: /s/ George B. Amoss
---------------------------------------
Name: George B. Amoss
Title: Vice President
NORTON COMPANY
By: /s/ George B. Amoss
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Name: George B. Amoss
Title: Vice President
COMPAGNIE DE SAINT-GOBAIN
By: /s/ Gianpaolo Caccini
---------------------------------------
Name: Gianpaolo Caccini
Title: Senior Vice President
6
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EXHIBITS INDEX
Exhibit 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.*
(a)(10) Text of press release issued in the United States by Parent dated
October 25, 1999.**
(a)(11) Text of press release issued in France by Saint-Gobain dated
October 25, 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.*
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*Previously Filed.
**Filed with this Final Amendment.
7
Exhibit (a)(10)
NEWS RELEASE
Contact: Dorothy C. Wackerman Norton Company
610-341-7428 750 E. Swedesford Rd.
Valley Forge, PA 19482
FOR IMMEDIATE RELEASE
NORTON COMPANY COMPLETES TENDER OFFER
FOR FURON COMPANY
Valley Forge, PA, October 25,1999 -- 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.
more...
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Norton Company Completes Tender Offer for Furon Company
Page Two
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.
# # #
Exhibit (a)(11)
SUCCESSFUL COMPLETION OF TENDER OFFER FOR FURON
Norton Company, a US subsidiary of Compagnie de Saint-Gobain, announced the
successful completion of its tender offer for all of the outstanding shares of
Furon Company. The offer expired, as scheduled, at 12:00 midnight (EDT) on
Friday, October 22, 1999.
Based on preliminary information from the depositary for the offer,
approximately 95,84% of the outstanding shares of Furon have been tendered.
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.
The merger is expected to be completed by the end of November.
With the acquisition of Furon, the leading US manufacturer of high
performance plastics, Saint-Gobain creates a global leader in this fast growing
industry.
October 25th 1999
