-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QvfT4mATmNYesJg3mE4VRpA35gb5gTm2+4mAl03idc75vwz4uMC4m6bTe4Tp42Fs qbB1/cEN3dIt1+0Aed/OcA== 0000950112-95-002884.txt : 19951107 0000950112-95-002884.hdr.sgml : 19951107 ACCESSION NUMBER: 0000950112-95-002884 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951106 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORDIS CORP CENTRAL INDEX KEY: 0000024654 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 590870525 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-07671 FILM NUMBER: 95587648 BUSINESS ADDRESS: STREET 1: 5200 BLUE LAGOON DR STREET 2: STE 200 CITY: MIAMI STATE: FL ZIP: 33126 BUSINESS PHONE: 3058242000 MAIL ADDRESS: STREET 1: 14201 N W 60TH CITY: MIAMI LAKES STATE: FL ZIP: 33014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CORDIS CORP CENTRAL INDEX KEY: 0000024654 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 590870525 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 5200 BLUE LAGOON DR STREET 2: STE 200 CITY: MIAMI STATE: FL ZIP: 33126 BUSINESS PHONE: 3058242000 MAIL ADDRESS: STREET 1: 14201 N W 60TH CITY: MIAMI LAKES STATE: FL ZIP: 33014 SC 14D9/A 1 CORDIS CORPORATION - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- SCHEDULE 14D-9 (AMENDMENT NO. 1) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------- CORDIS CORPORATION (Name of Subject Company) CORDIS CORPORATION (Name of Person(s) Filing Statement) Common Stock, Par Value $1.00 Per Share (INCLUDING THE ASSOCIATED RIGHTS) (TITLE OF CLASS OF SECURITIES) 21852510 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------- ALFRED J. NOVAK VICE PRESIDENT AND CHIEF FINANCIAL OFFICER CORDIS CORPORATION 5200 BLUE LAGOON DRIVE SUITE 200 MIAMI, FLORIDA 33126 (305) 824-2000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) COPY TO: CHARLES I. COGUT, ESQ. SIMPSON THACHER & BARTLETT 425 LEXINGTON AVENUE NEW YORK, NEW YORK 10017-3954 (212) 455-2000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 1 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 dated November 1, 1995, of Cordis Corporation, a Florida corporation (the "Company"), with respect to the tender offer made by JNJ Acquisition Corp., a New Jersey corporation, and a direct wholly-owned subsidiary of Johnson & Johnson, a New Jersey corporation ("J&J"), to purchase all the outstanding shares of Common Stock, par value $1.00 per share (the "Common Stock"), of the Company, including the associated rights. ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY Item 7 (a)-(b) is hereby amended and supplemented by adding thereto the following: On November 6, 1995, the Company and J&J announced an agreement in principle to a $109 per share stock-for-stock merger. The agreement is subject to the execution of a definitive merger agreement and to the Company's board approval of the definitive agreement which is expected later this week. The merger will be subject to the approval of the Company's shareholders. The full text of the press release is set forth in Exhibit 15 hereto and is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby amended and supplemented by adding thereto the following: Exhibit 15--Joint Press release issued by the Company and J&J dated November 6, 1995. 2 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. CORDIS CORPORATION By: /s/ ALFRED J. NOVAK .................................. Alfred J. Novak, Vice President and Chief Financial Officer Dated: November 6, 1995 3 EXHIBIT INDEX Exhibit 15--Press Release issued by the Company on November 6, 1995. EX-15 2 NEWS RELEASE CORDIS ------ Cordis Corporation 14201 N.W. 60th Avenue Miami Lakes, FL 33014 (305) 824-2000 (305) 824-2080 Fax Mailing Address: P.O. Box 025700 Miami, FL 33102-5700 Contacts: For Johnson & Johnson: For Cordis Corporation: Press F. Robert Kniffin Chick McDowell (908) 524-3535 (212) 824-2821 Investors Annie H. Lo Fred Garcia or Gene Donati Clark & Weinstock (908) 524-6491 (212) 953-2550 FOR IMMEDIATE RELEASE JOHNSON & JOHNSON AND CORDIS CORPORATION AGREE IN PRINCIPLE TO $109 PER SHARE STOCK-FOR-STOCK MERGER ------------------------------ New Brunswick, N.J., and Miami, FL, November 6, 1995 - Johnson & Johnson (NYSE:JNJ) and Cordis Corporation (NASDAQ:CORD) today announced that they have agreed in principle to a $109 per share stock-for-stock merger. The agreement in principle is subject to the execution of a definitive merger agreement and to Cordis' board approval of the definitive agreement which is expected later this week. The merger will be subject to the approval of Cordis' shareholders. Cordis has approximately 17.6 million shares outstanding on a fully diluted basis, giving the merger a total equity value, net of cash, of approximately $1.8 billion. The amount of Johnson & Johnson stock that would be issued in the merger for each Cordis share would be the result of dividing $109 by the average of the closing prices per Johnson & Johnson share for the ten trading days prior to the closing of the merger. - MORE - Ralph Larsen, Chairman and Chief Executive Officer of Johnson & Johnson said, "The combination of Cordis and Johnson & Johnson's interventional cardiology business is an important strategic step for both companies to meet the challenge of providing for customer needs in the fast changing healthcare industry. Together, Cordis and Johnson & Johnson Interventional Systems will create one of the leading worldwide vascular disease management companies, enhancing value for both companies' shareholders. The merged company will conduct its business under the name Cordis, a Johnson & Johnson Company, and will continue to be headquartered in Miami, Florida". Robert Strauss, Chairman, President and Chief Executive Officer of Cordis Corporation, said, "We believe that the combination of Johnson & Johnson and Cordis is in the best interests of our shareholders, employees, and customers. The combined company will have a product line of exceptional quality and depth and will serve customers on a world-wide basis. We will have the technical expertise and resources to lead new and innovative cardiology developments and provide enhanced value to hospitals, physicians and patients." Johnson & Johnson said that it has withdrawn its $100 per share cash tender offer. Johnson & Johnson also said that it has received a request for additional information from the Federal Trade Commission relating to whether combining the neuroscience products business of Cordis with a unit of Johnson & Johnson would raise concerns under the federal antitrust laws. Cordis' neuroscience products business has worldwide sales of $17 million, a small proportion of its total sales of more than $400 million. Johnson & Johnson has already provided documents to the Commission in response to this request and said that it believes it will be in compliance with that request shortly. Johnson & Johnson has also been in discussions with the Commission staff and is optimistic that it will soon have an agreement which will fully satisfy all antitrust concerns. Cordis Corporation and its subsidiaries manufacture and market a variety of medical devices and systems for the cardiology, electrophysiology, radiology, interventional neuroradiology and neuroscience markets. Johnson & Johnson, with approximately 82,000 employees, is the world's largest and most comprehensive manufacturer of health care products serving the consumer, pharmaceutical, diagnostics and professional markets. Johnson & Johnson has 160 operating companies in 50 countries around the world, selling products in more than 175 countries. For the first nine months of 1995, Johnson - MORE - & Johnson reported consolidated sales of $14.0 billion for its worldwide operations, an increase of 20.2% over worldwide sales of $11.64 billion for the same period a year ago. Consolidated earnings for the first nine months of 1995 were $1.94 billion, up 19.0%. ### -----END PRIVACY-ENHANCED MESSAGE-----