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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
TYLAN GENERAL, INC.
(NAME OF SUBJECT COMPANY)
MILLIPORE CORPORATION
AND
MCTG ACQUISITION CORP.
(BIDDERS)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(INCLUDING THE ASSOCIATED SERIES A JUNIOR PARTICIPATING
PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
902 169 101
(CUSIP NUMBER OF CLASS OF SECURITIES)
DAVID B. WALEK, ESQUIRE
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
(617) 951-7000
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
CALCULATION OF FILING FEE
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Transaction valuation: $125,975,856* Amount of filing fee: $25,200
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* For purposes of calculating fee only. This amount assumes the purchase of
7,873,491 outstanding shares of Common Stock (including the associated
Series A Junior Participating Preferred Stock Purchase Rights) of Tylan
General, Inc. at $16.00 in cash per share. The amount of the filing fee,
calculated in accordance with Rule 0-11 under the Securities Exchange Act
of 1934, as amended, equals 1/50 of one percent of the aggregate of the
cash offered by the bidder.
[X]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Millipore Corporation and
Amount Previously Paid: $25,200 Filing Party: MCTG Acquisition Corp.
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Form or Registration No.: Schedule 14D-1 Date Filed: December 20, 1996
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INTRODUCTION
This Amendment No. 2 to Schedule 14D-1 amends and supplements the Tender
Offer Statement on Schedule 14D-1 filed with the Securities and Exchange
Commission (the "Commission") on December 20, 1996 (the "Schedule 14D-1")
relating to a tender offer by MCTG Acquisition Corp., a Delaware corporation
(the "Purchaser"), a wholly owned subsidiary of Millipore Corporation, a
Massachusetts corporation ("Parent"), to purchase all outstanding shares of
common stock, $.001 par value per share (the "Common Stock"), together with
the associated Series A Junior Participating Preferred Stock Purchase Rights
(together with the Common Stock, the "Shares"), of Tylan General, Inc. (the
"Company"), at $16.00 per Share, net in cash to the seller, without interest
thereon, on the terms and subject to the conditions set forth in the Offer to
Purchase dated December 20, 1996 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, as amended from time to time, collectively
constitute the "Offer"), copies of which were filed as exhibits to the
Schedule 14D-1.
This is the final amendment to the Schedule 14D-1 required by General
Instruction D to such Schedule. The tender offer terminated at 12:00 midnight,
New York City time, on Tuesday, January 21, 1997. A total of approximately
8,145,000 Shares were properly tendered and not withdrawn as of the
termination of the tender offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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<C> <S>
(a)(1) Offer to Purchase.*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(5) Letter from Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees to their Clients.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(7) Newspaper advertisement dated December 20, 1996.*
(a)(8) Press Release dated December 16, 1996.*
(a)(9) Amendment to Offer to Purchase.+
(a)(10) Press Release dated January 22, 1997.
(b) None.
(c)(1) Agreement and Plan of Merger, dated as of December 16, 1996, among
the Company, Parent and Purchaser.*
(c)(2) Voting and Securities Purchase Agreement, dated as of December 16,
1996, by and among certain Securityholders (as defined therein) of
the Company, Parent and the Purchaser.*
(c)(3) Letter Agreement, dated December 16, 1996, between Parent and David
J. Ferran.*
(c)(4) Letter Agreement, dated August 29, 1996, between the Company and
Parent, and amendment thereto dated October 25, 1996.*
(c)(5) Amendment, dated as of January 15, 1997, to Agreement and Plan of
Merger among the Company, Parent and Purchaser.+
(d) None.
(e) Not applicable.
(f) None.
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* Previously filed with the Commission on December 20, 1996.
+ Previously filed with the Commission on January 17, 1997.
2
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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.
Millipore Corporation
By /s/ Geoffrey Nunes
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MCTG Acquisition Corp.
By /s/ Geoffrey Nunes
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January 24, 1997
3
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE
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<C> <S> <C>
(a)(1) Offer to Purchase ......................................... *
(a)(2) Letter of Transmittal ..................................... *
(a)(3) Notice of Guaranteed Delivery ............................. *
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust *
Companies and Other Nominees ..............................
(a)(5) Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees to their Clients ............. *
(a)(6) Guidelines for Certification of Taxpayer Identification *
Number on Substitute Form W-9 .............................
(a)(7) Newspaper advertisement dated December 20, 1996 ........... *
(a)(8) Press Release dated December 16, 1996 ..................... *
(a)(9) Amendment to Offer to Purchase............................. +
(a)(10) Press Release dated January 22, 1997....................... 5
(b) None ...................................................... *
(c)(1) Agreement and Plan of Merger, dated as of December 16,
1996, among the Company, Parent and Purchaser ............. *
(c)(2) Voting and Securities Purchase Agreement, dated as of
December 16, 1996, by and among certain Securityholders (as
defined therein) of the Company, Parent and the Purchaser
........................................................... *
(c)(3) Letter Agreement, dated December 16, 1996, between Parent *
and David J. Ferran .......................................
(c)(4) Letter Agreement, dated August 29, 1996, between the
Company and Parent, and amendment thereto dated October 25,
1996 ...................................................... *
(c)(5) Amendment, dated as of January 15, 1997, to Agreement and
Plan of Merger among the Company, Parent and Purchaser..... +
(d) None ...................................................... *
(e) Not applicable ............................................ *
(f) None ...................................................... *
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* Previously filed with the Commission on December 20, 1996.
+ Previously filed with the Commission on January 17, 1997.
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Exhibit (a)(10)
- -------------------------------------------------------------- MILLIPORE
News from Millipore Corporation
FOR IMMEDIATE RELEASE
For More Information Contact:
Geoffrey Helliwell
Director, Treasury Operations
(617) 533-2032
(800) 225-3384
MILLIPORE SUCCESSFULLY COMPLETES TENDER OFFER FOR TYLAN GENERAL, INC.
Bedford, Massachusetts, January 22, 1997 - Millipore Corporation (NYSE/MIL)
announced today the successful completion of its tender offer for all the
outstanding common shares of Tylan General, Inc., (NASDAQ:TYLAN). The offer was
made through MCTG Acquisition Corporation, a wholly owned subsidiary of
Millipore Corporation. The offer had expired at 12:00 midnight, Eastern Standard
Time, on January 21, 1997, by which time more than 8,145,000 shares of common
stock had been tendered. This represented more than 99 percent of the
outstanding common shares of Tylan General. Millipore will accept for payment
all the shares tendered at the tender offer price of $16.00 per share.
Millipore is a multinational high technology company that applies its
purification technology to critical research and manufacturing problems in the
microelectronics, biopharmaceutical and analytical laboratory markets.
