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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 4 <F1> / to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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NEUTROGENA CORPORATION
(Name of Subject Company)
JNJ ACQUISITION CORP.
JOHNSON & JOHNSON
(Bidders)
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Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
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641246103
(CUSIP Number of Class of Securities)
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James R. Hilton, Esq.
JNJ Acquisition Corp.
c/o Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
(908) 524-2450
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copies to:
Robert A. Kindler, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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Page 1 of 8 pages
Exhibit Index on page 6
[FN]
<F1> Constituting the final amendment hereto.
<PAGE>2
14D-1 and 13D
CUSIP No. 641246103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JNJ ACQUISITION CORP. (22-3319445)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
3 SEC USE ONLY
4 SOURCES OF FUNDS
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
25,355,205<F2>
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
APPROXIMATELY 98.6% OF THE SHARES OUTSTANDING AS
OF September 23, 1994<F2>
10 TYPE OF REPORTING PERSON
CO
<PAGE>3
14D-1 and 13D
CUSIP No. 641246103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Johnson & Johnson (22-1024240)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
3 SEC USE ONLY
4 SOURCES OF FUNDS
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
25,355,205<F2>
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
APPROXIMATELY 98.6% OF THE SHARES OUTSTANDING AS
OF SEPTEMBER 23, 1994<F2>
10 TYPE OF REPORTING PERSON
CO
[FN]
<F2> On September 23, 1994, JNJ Acquisition Corp. (the
"Purchaser"), a wholly owned subsidiary of
Johnson & Johnson, accepted for payment 25,355,205
shares of common stock, par value $.001 per share
(the "Shares"), of Neutrogena Corporation, a
Delaware corporation (the "Company"), representing
all the Shares tendered prior to the expiraton of
the Purchaser's tender offer for all outstanding
Shares for a price of $35.25 per Share net to the
seller in cash.
<PAGE>4
Johnson & Johnson ("Parent") and JNJ Acquisition
Corp. (the "Purchaser") hereby amend and supplement their
combined Tender Offer Statement on Schedule 14D-1 and
Statement on Schedule 13D originally filed on August 26,
1994, as amended by Amendment No. 1 thereto filed on
September 7, 1994, Amendment No. 2 thereto filed on
September 9, 1994 and Amendment No. 3 thereto filed on
September 19, 1994 (as so amended, the "Statement"), with
respect to an offer (the "Offer") to purchase all
outstanding shares of common stock, par value $0.001 per
share (the "Shares") of Neutrogena Corporation, a Delaware
corporation, on the terms described in the Offer to Purchase
dated August 26, 1994. Capitalized terms not defined
herein have the meanings assigned thereto in the Statement.
This Amendment No. 4 constitutes the final amendment to the
Statement.
Item 10. Additional Information.
Item 10 is hereby amended and supplemented by the
following:
On September 26, 1994, Parent issued a press
release announcing that (i) the Purchaser's Offer had
expired pursuant to its terms at Midnight, New York City
time on September 23, 1994, at which time 25,355,205 Shares,
representing in excess of 98% of the outstanding Shares, had
been tendered pursuant to the Offer and (ii) the Purchaser
had accepted for payment all such tendered Shares. A copy of
the press release is attached hereto as Exhibit(a)(9) and is
incorporated herein by reference.
In Amendment No. 3 to this Statement, filed on
September 19, 1994, a copy of a press release was attached
and incorrectly labeled as Exhibit (a)(15). Such
Exhibit (a)(15) is hereby amended to be numbered as
Exhibit (a)(9).
Item 11. Material to be Filed as Exhibits.
(a)(10) Text of Press Release dated September 26, 1994,
issued by Parent.
<PAGE>5
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: September 26, 1994
JNJ ACQUISITION CORP.,
By: /s/ James R. Utaski
Name: James R. Utaski
Title: President
JOHNSON & JOHNSON,
By: /s/ James R. Utaski
Name: James R. Utaski
Title: Vice President,
Business Development
<PAGE>6
EXHIBIT INDEX
Sequentially
Exhibit Description Numbered Page
(a)(10) Text of Press Release dated September 26, 7
1994, issued by Parent.
<PAGE>7
EXHIBIT (a)(10)
FOR IMMEDIATE RELEASE
JOHNSON & JOHNSON ACCEPTS MORE THAN 98% OF
NEUTROGENA SHARES FOR PAYMENT IN TENDER OFFER
New Brunswick, New Jersey and Los Angeles, California,
September 26, 1994 -- Johnson & Johnson (NYSE: JNJ) and
Neutrogena Corporation (NASDAQ: NGNA) announced today
Johnson & Johnson has accepted for payment 25,355,205 shares
of Neutrogena Common Stock, representing approximately 98.6%
of the outstanding shares , pursuant to Johnson & Johnson's
tender offer that expired on Friday, September 23, 1994.
Johnson & Johnson anticipates prompt consummation of a
merger in which all shares not acquired in the tender offer
will be acquired for the same price paid in the offer.
# # #
Contact: Robert V. Andrews
Johnson & Johnson
Media Relations
(908) 524-3535
Annie Lo
Johnson & Johnson
Investor Relations
(908) 524-6491
Donald R. Schort
Neutrogena Corporation
(310) 642-1150
David Hardacre
Blum, Propper & Hardacre
(310) 826-7900
