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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 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 3 pages
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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 (the "Statement"), with respect to an offer (the
"Offer") to purchase all outstanding shares of common stock,
par value $0.001 per share, of Neutrogena Corporation, a
Delaware corporation (the "Company"), 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.
(f) On September 2, 1994, Parent and the Company
each filed a Notification and Report Form with respect to
the Offer under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act"), and requested early
termination of the waiting period thereunder. In accordance
therewith, the waiting period under the HSR Act is scheduled
to expire at 11:59 p.m., New York City time, on September
17, 1994, unless early termination of the waiting period is
granted or unless the waiting period is extended in the
event that either the Antitrust Division of the Department
of Justice or the Federal Trade Commission requests
additional information or documentary material from Parent
concerning the Offer.
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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 7, 1994
JNJ ACQUISITION CORP.,
By:
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Name:
Title:
JOHNSON & JOHNSON,
By:
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Name:
Title:
