-----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, BF7IzetSWx5ioHi4hYUej0DPd+G5Zde1vu0qpbk2nm9ItfovpfWb9Qk/Wc/JZrNP 2cuX7FkzlWpyP4txZreyNw== 0000892569-96-002652.txt : 19961218 0000892569-96-002652.hdr.sgml : 19961218 ACCESSION NUMBER: 0000892569-96-002652 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961217 SROS: NYSE GROUP MEMBERS: FCY, INC. GROUP MEMBERS: FURON CO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDEX INC CENTRAL INDEX KEY: 0000064513 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 314441680 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38301 FILM NUMBER: 96681993 BUSINESS ADDRESS: STREET 1: 3637 LACON RD CITY: HILLIARD STATE: OH ZIP: 43026 BUSINESS PHONE: 6148762413 MAIL ADDRESS: STREET 1: 3637 LACON RD CITY: HILLARD STATE: OH ZIP: 43026 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FURON CO CENTRAL INDEX KEY: 0000037755 STANDARD INDUSTRIAL CLASSIFICATION: GASKETS, PACKAGING AND SEALING DEVICES & RUBBER & PLASTIC HOSE [3050] IRS NUMBER: 951947155 STATE OF INCORPORATION: CA FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1199 SOUTH CHILLICOTHE ROAD CITY: AURORA STATE: OH ZIP: 44202 BUSINESS PHONE: 7148315350 FORMER COMPANY: FORMER CONFORMED NAME: FLUOROCARBON CO DATE OF NAME CHANGE: 19900322 SC 14D1/A 1 AMENDMENT NO. 4 TO SCHEDULE 14D-1 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ MEDEX, INC. (NAME OF SUBJECT COMPANY) ------------------------ FCY, INC. FURON COMPANY (BIDDERS) ------------------------ COMMON SHARES, PAR VALUE $.01 PER SHARE (TITLE OF CLASS OF SECURITIES) ------------------------ 0005841051 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ DONALD D. BRADLEY, ESQ. FURON COMPANY 29982 IVY GLENN DRIVE LAGUNA NIGUEL, CALIFORNIA 92677 (714) 831-5350 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) ------------------------ COPY TO: GARY J. SINGER, ESQ. THOMAS E. WOLFE, ESQ. O'MELVENY & MYERS LLP 610 NEWPORT CENTER DRIVE, SUITE 1700 NEWPORT BEACH, CALIFORNIA 92660-6429 (714) 760-9600 ------------------------ DECEMBER 17, 1996 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 4 amends and supplements the Schedule 14D-1 Tender Offer Statement (as such may be amended from time to time, the "Statement") filed on November 15, 1996, as amended by Amendment No. 1 filed on November 27, 1996, Amendment No. 2 filed on December 2, 1996 and Amendment No. 3 filed on December 4, 1996, by Furon Company, a California corporation ("Furon"), and FCY, Inc., an Ohio corporation ("Purchaser") and wholly owned subsidiary of Furon, relating to the offer by Purchaser to purchase all outstanding common shares, par value $.01 per share (the "Shares"), of Medex, Inc., an Ohio corporation, including the associated common share purchase rights (the "Rights") issued under the Rights Agreement, dated as of October 12, 1996 and as amended, between the Company and the Huntington National Bank, as rights agent, at a price of $23.50 per Share (and associated Right), net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 15, 1996, and in the related Letter of Transmittal. The Statement as filed on November 15, 1996 also constituted a statement on Schedule 13D (the "13D Statement"). This Amendment No. 3 does not amend or supplement the 13D Statement. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Statement. ITEM 10. ADDITIONAL INFORMATION The information set forth in Item 10(f) of the Statement is hereby amended and supplemented by the following information. On December 16, 1996, Furon issued a press release, a copy of which is attached hereto as Exhibit 99.14 and is incorporated herein by reference, extending the Offer until 5:00 p.m., New York City time, Thursday, December 19, 1996. ITEM 11. MATERIAL TO FILED AS EXHIBITS. Item 11 is amended and supplemented by adding Exhibit 99.14, which is filed herewith, as an exhibit to the Statement.
EXHIBIT NUMBER EXHIBIT NAME ------- ------------ 99.14 Text of Press Release, dated December 16, 1996, issued by Furon Company.
3 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. FCY, INC. By: /s/ DONALD D. BRADLEY ---------------------------------- Name: Donald D. Bradley ------------------------------- Title: Secretary ------------------------------- FURON COMPANY By: /s/ DONALD D. BRADLEY ---------------------------------- Name: Donald D. Bradley ------------------------------- Title: General Counsel and Secretary ------------------------------ Dated: December 17, 1996 4 EXHIBIT INDEX ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NUMBER EXHIBIT NAME ------- ------------ 99.14 Text of Press Release, dated December 16, 1996, issued by Furon Company.
EX-99.14 2 TEXT OF PRESS RELEASE DATED DECEMBER 16, 1996 1 EXHIBIT 99.14 For: IMMEDIATE RELEASE Contact: Michael Hagan/Monty Houdeshell Furon 714.831.5350 Roger Pondel/Robert M. Whetstone Pondel Parsons & Wilkinson 310.207.9300 FURON EXTENDS TENDER OFFER FOR MEDEX Laguna Niguel, CA -- December 16, 1996 -- Furon Company (NYSE:FCY) announced today that it has extended its tender offer for any and all of the outstanding common shares, including associated common share purchase rights, of Medex, Inc. (Nasdaq:MDEX) until 5:00 p.m., New York City time, Thursday, December 19, 1996, unless the tender offer is further extended. The tender offer was originally scheduled to expire at 12:00 midnight, New York City time, Monday, December 16, 1996. All other terms and conditions of the tender offer remain unchanged. Furon commenced the tender offer to purchase any and all outstanding common shares, including associated common share purchase rights, of Medex at a price of $23.50 per share, net to the seller in cash, without interest thereon, on November 15, 1996. As of 6:00 p.m., New York City time, on Monday, December 16, 1996, a total of 5,009,504 common shares of Medex, including notices of guaranteed delivery, had been tendered and not withdrawn. The tendered shares constitute approximately 81% of the total outstanding common shares of Medex. Medex, based in Hilliard, Ohio, had sales of $99.3 million for its fiscal year ended June 30, 1996. The company manufactures polymer based critical care products and infusion systems for medical and surgical applications. (more) 2 Furon, a leading international manufacturer of engineered polymer components, serves a number of industries, including health care. Furon had sales of $345 million for its fiscal year ended February 3, 1996. Furon is the world's leader in engineered polymer components for the industrial marketplace. The company serves five key markets: industrial process, transportation, electronics, healthcare and capital goods. # # # -----END PRIVACY-ENHANCED MESSAGE-----