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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 3 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 5 pages
Exhibit Index on page 4
<PAGE>2
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 and Amendment No. 2 thereto filed on
September 9, 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.
Item 10. Additional Information.
Item 10 is hereby amended and supplemented to add
the following:
On September 19, 1994, Parent issued a press
release announcing 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 press
release is attached hereto as Exhibit (a)(15) and is
incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(15) Text of Press Release dated September 19, 1994,
issued by Parent.
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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: September 19, 1994
JNJ ACQUISITION CORP.
By: /s/ James R. Utaski
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Name: James R. Utaski
Title: President
JOHNSON & JOHNSON
By: /s/ James R. Utaski
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Name: James R. Utaski
Title: Vice President,
Business Development
<PAGE>4
EXHIBIT INDEX
Sequentially
Exhibit Description Numbered Page
(a)(15) Text of Press Release dated September 19, 5
1994 issued by Parent.
<PAGE>5
EXHIBIT (a)(15)
FOR IMMEDIATE RELEASE
JOHNSON & JOHNSON ANNOUNCES EXPIRATION OF
ANTITRUST WAITING PERIOD IN OFFER FOR NEUTROGENA CORPORATION
New Brunswick, New Jersey, September 19, 1994 --
Johnson & Johnson (NYSE: JNJ) announced today that the
waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act has expired with respect to the tender
offer for all outstanding shares of common stock of
Neutrogena Corporation (NASDAQ: NGNA). The offer is
scheduled to expire at midnight, New York City time, on
September 23, 1994.
Contact: Robert V. Andrews
Johnson & Johnson
Media Relations
(980) 524-3535
Annie Lo
Johnson & Johnson
Investor Relations
(908) 524-6491
