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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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.
______________ ___________________________
Form or Registration Date Filed: December 20, 1996
No.: Schedule 14D-1 _____________________________
______________
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INTRODUCTION
This Amendment No. 1 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.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(a) is hereby amended and supplemented as follows:
Amendment to Agreement and Plan of Merger. On January 15, 1997, the Company,
Parent and Purchaser entered into an amendment (the "Amendment") to the
Agreement and Plan of Merger (the "Merger Agreement") dated as of December 16,
1996 among the Company, Parent and Purchaser. Pursuant to the Amendment, the
third sentence of Section 7.8(a) of the Merger Agreement was amended to read
as follows:
"The Company shall have the right to amend the terms of any Company Stock
Option which is an incentive stock option satisfying the requirements of
Section 422 of the Code (an "Incentive Stock Option") outstanding on the date
hereof so that it would be vested on the scheduled date of termination of the
Offer and the Company shall have the right to amend the terms of any Company
Stock Option which is not an Incentive Stock Option outstanding on the date
hereof so that it would become vested immediately prior to the Effective
Time."
A copy of the Amendment is filed herewith as Exhibit (c)(5). The Offer to
Purchase is amended to reflect the provisions of the Amendment as set forth in
Exhibit (a)(9) filed herewith.
Item 10(b) is hereby amended by adding the following paragraph at the end of
such Item:
On January 6, 1997, Parent received written notification, by a letter from
the United States Federal Trade Commission dated December 31, 1996, that the
waiting period applicable to the Offer under the HSR Act would expire at 11:59
p.m. on January 14, 1997.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(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.
(b) None.
(c)(1) Agreement and Plan of Merger, dated as of December 16, 1996, among
the Company, Parent and Purchaser.*
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<C> <S>
(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.
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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
/s/ Geoffrey Nunes
By __________________________________
MCTG Acquisition Corp.
/s/ Geoffrey Nunes
By __________________________________
January 17, 1997
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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............................. 6
(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..... 7
(d) None ...................................................... *
(e) Not applicable ............................................ *
(f) None ...................................................... *
</TABLE>
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* Previously filed with the Commission on December 20, 1996.
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Amendment to Exhibit (a)(9)
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(Including the Associated Series A Junior Participating Preferred Stock Purchase
Rights)
of
Tylan General, Inc.
at
$16.00 Net Per Share
by
MCTG Acquistion Corp.
a wholly owned subsidiary of
Millipore Corporation
The third sentence of the paragraph under the caption "Stock Options" in
Section 10 is amended to read in its entirety as follows:
The Company will have the right to amend the terms of any Company Stock Option
which is an incentive stock option satisfying the requirements of Section 422 of
the Code (an "Incentive Stock Option") outstanding on the date of the Merger
Agreement so that it would be vested on the scheduled date of termination of
the Offer and the Company will have the right to amend the terms of any Company
Stock Option which is not an Incentive Stock Option outstanding on the date of
the Merger Agreement so that it would become vested immediately prior to the
Effective Time.
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Exhibit (c)(5)
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
AMENDMENT dated as of January 15, 1997 (this "Amendment") to AGREEMENT
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AND PLAN OF MERGER dated as of December 16, 1996 (the "Merger Agreement")
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among Tylan General, Inc., a Delaware corporation (the "Company"), Millipore
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Corporation, a Massachusetts corporation (the "Purchaser"), and MCTG Acquisition
Corp., a Delaware corporation ("Purchaser Sub").
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RECITALS
WHEREAS, the Company, the Purchaser and Purchaser Sub are parties to the
Merger Agreement, pursuant to which the Purchaser is acquiring the Company.
WHEREAS, the parties hereto desire to amend the Merger Agreement as
provided herein.
WHEREAS, all capitalized terms used herein shall have the meanings set
forth in the Merger Agreement unless otherwise specified herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Acceleration of Stock Options. The third sentence of Section 7.8(a) of
the Merger Agreement shall be amended to read as follows:
"The Company shall have the right to amend the terms of any Company
Stock Option which is an incentive stock option satisfying the requirements of
Section 422 of the Code (an "Incentive Stock Option") outstanding on the date
hereof so that it would be vested on the scheduled date of termination of the
Offer and the Company shall have the right to amend the terms of any Company
Stock Option which is not an Incentive Stock Option outstanding on the date
hereof so that it would become vested immediately prior to the Effective Time."
2. Miscellaneous. Except to the extent expressly modified by this
Amendment, the Merger Agreement shall continue in full force and effect in
accordance with its terms. For the convenience of the parties hereto, this
Amendment may be executed in any number of counterparts, each such counterpart
being deemed to be an original instrument, and all such counterparts shall
together, along with the Merger Agreement, constitute the same agreement.
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by
the duly authorized officers of the parties hereto on the date first hereinabove
written.
MILLIPORE CORPORATION
By: /s/ [SIGNATURE APPEARS HERE]
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Name: Geoffrey Nunes
Title: Sr. Vice President
MCTG ACQUISITION CORP.
By: /s/ [SIGNATURE APPEARS HERE]
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Name: Geoffrey Nunes
Title: Sr. Vice President
TYLAN GENERAL, INC.
By: /s/ [SIGNATURE APPEARS HERE]
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Name: David L. Stone
Title: Exec. VP/CFO/Secretary
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