-----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, BCLhbClI1QKYutctMrCcBA/5HvFVMEw50JoaelEfiVp5wqyZr4rt6XTyBVbyfO6T GPWPD39xnvIUxDTI9pLosQ== 0000892569-97-000011.txt : 19970106 0000892569-97-000011.hdr.sgml : 19970106 ACCESSION NUMBER: 0000892569-97-000011 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970103 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: 97501037 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. 6 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. 6) (FINAL AMENDMENT) AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) ------------------------ 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 ------------------------ JANUARY 3, 1996 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 CUSIP NO. NONE 14D-1 - ---------------------------------------------------------------------------------------------- 1 Name of Reporting Persons: FCY, Inc. S.S. or I.R.S. Identification No. of Above Persons: None - ---------------------------------------------------------------------------------------------- 2 Check the appropriate box if a member of a group (a) [ ] (b) [ ] - ---------------------------------------------------------------------------------------------- 3 SEC use only - ---------------------------------------------------------------------------------------------- 4 Source 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: Ohio - ---------------------------------------------------------------------------------------------- 7 Aggregate amount beneficially owned by each reporting person: 6,133,290* - ---------------------------------------------------------------------------------------------- 8 Check box if the aggregate amount in row (7) excludes certain shares [ ] - ---------------------------------------------------------------------------------------------- 9 Percent of class represented by amount in row (7): 95.1%* - ---------------------------------------------------------------------------------------------- 10 Type of reporting person: CO - ----------------------------------------------------------------------------------------------
* See footnote on following page. 2 3 CUSIP NO. 0003611061 14D-1 - ---------------------------------------------------------------------------------------------- 1 Name of Reporting Persons: Furon Company S.S. or I.R.S. Identification No. of Above Person: 95-1947155 - ---------------------------------------------------------------------------------------------- 2 Check the appropriate box if a member of a group (a) [ ] (b) [ ] - ---------------------------------------------------------------------------------------------- 3 SEC use only - ---------------------------------------------------------------------------------------------- 4 Source of funds: BK - ---------------------------------------------------------------------------------------------- 5 Check if disclosure of legal proceedings is required pursuant to items 2(e) or 2(f) [ ] - ---------------------------------------------------------------------------------------------- 6 Citizenship or place of organization: California - ---------------------------------------------------------------------------------------------- 7 Aggregate amount beneficially owned by each reporting person: 6,133,290* - ---------------------------------------------------------------------------------------------- 8 Check box if the aggregate amount in row (7) excludes certain shares [ ] - ---------------------------------------------------------------------------------------------- 9 Percent of class represented by amount in row (7): 95.1%* - ---------------------------------------------------------------------------------------------- 10 Type of reporting person: CO - ----------------------------------------------------------------------------------------------
* The shares beneficially owned include (i) 5,380,092 common shares, par value $.01 per share, of Medex, Inc. (the "Company") tendered in the tender offer, and (ii) 753,198 common shares of the Company (the "Company Option Shares") which are the subject of the Company Option Agreement, dated as of November 12, 1996, between Furon Company ("Furon") and the Company. The shares beneficially owned does not include 526,104 common shares of the Company (the "Director and Officer Shares") that the Company's directors and officers are selling to the Company, pursuant to the agreements among Furon, FCY, Inc. (the "Purchaser") and the Company's directors and officers, dated November 12, 1996 (the "Director and Officer Agreements"). In calculating the percent of class represented by the shares beneficially owned, outstanding options (including options to purchase 971,501 of the Company's common shares held by the Company's directors and officers) are disregarded as they are being surrendered to the Company. In addition, the 526,104 Director and Officer Shares are treated as retired as they are being repurchased by the Company. 3 4 This constitutes (i) the final amendment to the Schedule 14D-1 Tender Offer Statement (as amended, the "Statement") originally filed on November 15, 1996, as amended by Amendment No. 1 filed on November 27, 1996, Amendment No. 2 filed on December 2, 1996, Amendment No. 3 filed on December 4, 1996, Amendment No. 4 filed on December 17, 1996 and Amendment No. 5 filed on December 20, 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 and (ii) Amendment No. 1 to the statement on Schedule 13D as filed on November 15, 1996 (the "13D Statement") with respect to the acquisition by Purchaser and Furon of beneficial ownership of the Shares subject to the Offer. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Statement. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY The information set forth in Item 6 (a-b) of the Statement is hereby amended and supplemented by the following information: The Offer expired pursuant to its terms at 5:00 p.m., New York City time, on Thursday, January 2, 1997. Based on information provided by the Depositary, a total of 5,380,092 Shares (including notices of guaranteed delivery), representing approximately 86.5% of the outstanding Shares, were tendered and not withdrawn pursuant to the Offer. After giving effect to the Company's repurchase of 526,104 Shares from certain officers and directors, the 5,380,092 tendered Shares represents approximately 94% of the outstanding Shares. 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 January 3, 1997, Furon issued a press release, a copy of which is attached hereto as Exhibit 99.16 and is incorporated herein by reference, relating to the expiration of the Offer and the number of Shares tendered in the Offer. ITEM 11. MATERIAL TO FILED AS EXHIBITS. Item 11 is amended and supplemented by adding Exhibit 99.16, which is filed herewith, as an exhibit to the Statement.
EXHIBIT NUMBER EXHIBIT NAME ------- ------------------------------------------------------------------------------ 99.16 Text of Press Release, dated January 3, 1997, issued by Furon Company.
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. 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: January 3, 1997 6 EXHIBIT INDEX ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NUMBER EXHIBIT NAME ------- ------------------------------------------------------------------------------ 99.16 Text of Press Release, dated January 3, 1997, issued by Furon Company.
EX-99.16 2 TEXT OF PRESS RELEASE DATED JANUARY 3, 1997 1 EXHIBIT 99.16 For: IMMEDIATE RELEASE Contact: MICHAEL HAGAN/MONTY HOUDESHELL FURON 714.831.5350 ROGER PONDEL/ROBERT M. WHETSTONE ROGER PONDEL & WILKINSON 310.207.9300 FURON COMPLETES SUCCESSFUL TENDER OFFER Laguna Niguel, CA -- January 3, 1997 -- Furon Company (NYSE:FCY) announced today that its tender offer for any and all of the outstanding common shares, including associated common share purchase rights, of Medex, Inc. (Nasdaq:MDEX) was completed with the expiration of the tender offer at 5:00 p.m., New York City time, on Thursday, January 2, 1997. 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. A total of 5,380,092 common shares of Medex, including notices of guaranteed delivery, were tendered and not withdrawn in the tender offer. The tendered shares, after taking into account the shares that certain of Medex's directors and officers are selling to Medex, constitute approximately 94% of the total outstanding common shares of Medex and will enable Furon to effect the merger of Medex on a so-called "short form" basis (i.e., without a vote of its shareholders). 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. Furon, a leading international manufacturer of engineered polymer components, serves five key markets: industrial process, transportation, electronics, capital goods and healthcare. Furon had sales of $345 million for its fiscal year ended February 3, 1996. -----END PRIVACY-ENHANCED MESSAGE-----