SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
AMENDMENT NO. 2 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
___________________
NEUTROGENA CORPORATION
(Name of Subject Company)
NEUTROGENA CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
641246 10 3
(CUSIP Number of Class of Securities)
DONALD R. SCHORT
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
5760 WEST 96TH STREET
LOS ANGELES, CALIFORNIA 90045
(310) 642-1150
(Name, address and telephone number of person
authorized to receive notice and communications on
behalf of the person(s) filing statement)
WITH COPIES TO:
DAVID W. HARDACRE, ESQ.
BLUM, PROPPER & HARDACRE INCORPORATED
SUITE 905, 12100 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90025
(310) 826-7900
AND
JAMES C. FREUND, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9
(as amended, the "Schedule 14D-9") electronically filed
with the Securities and Exchange Commission on August 26,
1994 by Neutrogena Corporation, a Delaware corporation
(the "Company"), relating to the offer by JNJ Acquisition
Corp., a Delaware corporation and a wholly owned
subsidiary of Johnson & Johnson, a New Jersey corporation
("Parent"), to purchase for cash all outstanding shares
of common stock, including the associated preferred stock
purchase rights, of the Company, upon the terms and
subject to the conditions set forth in the Offer to
Purchase dated August 26, 1994. All capitalized terms
used but not defined herein shall have the meanings
attributed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented to add the
following:
On September 19, 1994, Parent and the Company
each announced that the waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as
amended, with respect to the Offer had expired. A copy
of the Company's press release is attached hereto as
Exhibit 6 and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented to add the following:
Exhibit 6 Text of Press Release, dated September
19, 1994, issued by the Company
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: September 19, 1994 NEUTROGENA CORPORATION
By: /s/ Lloyd E. Cotsen
_______________________
Lloyd E. Cotsen
Chief Executive Officer
EXHIBIT INDEX
Exhibit Description
Exhibit 6 Text of Press Release, dated September 19,
1994, issued by Neutrogena Corporation
___________________________________________________________________
EXHIBIT 6
FOR IMMEDIATE RELEASE
NEUTROGENA CORPORATION ANNOUNCES EXPIRATION OF
ANTITRUST WAITING PERIOD IN OFFER BY JOHNSON & JOHNSON
Los Angeles, California, September 19, 1994--
Neutrogena Corporation (NASDAQ: NGNA) announced today
that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act has expired with respect to
the tender offer by JNJ Acquisition Corp., a wholly owned
subsidiary of Johnson & Johnson (NYSE: JNJ), for all
outstanding shares of common stock of Neutrogena
Corporation. The offer is scheduled to expire at
midnight, New York City time, on September 23, 1994.
Contact: Donald R. Schort
Neutrogena Corporation
(310) 642-1150
