-----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, HVvq4i9LpZN+BAiIRjYEyC+bEVCFM7Hq7lHd7Jrl64wcKRzd49qLhYiu2qk1T2Io boYcgh+gfxwRMTK0psz41Q== 0000950103-99-000936.txt : 19991026 0000950103-99-000936.hdr.sgml : 19991026 ACCESSION NUMBER: 0000950103-99-000936 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991025 GROUP MEMBERS: COMPAGNIE DE SAINT-GOBAIN GROUP MEMBERS: FCY ACQUISITION CORP GROUP MEMBERS: NORTON COMPANY SUBJECT COMPANY: 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: 0201 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-12395 FILM NUMBER: 99733004 BUSINESS ADDRESS: STREET 1: 29982 IVY GLENN DRIVE CITY: LAGUNA NIGUEL STATE: CA ZIP: 92677 BUSINESS PHONE: 7148315350 MAIL ADDRESS: STREET 1: 29982 IVY GLENN DRIVE CITY: LAGUNA NIGUEL STATE: CA ZIP: 92677 FORMER COMPANY: FORMER CONFORMED NAME: FLUOROCARBON CO DATE OF NAME CHANGE: 19900322 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FCY ACQUISITION CORP CENTRAL INDEX KEY: 0001095443 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 150 DEY RD CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 6103417000 MAIL ADDRESS: STREET 1: 150 DEY RD CITY: WAYNE STATE: NJ ZIP: 07470 SC 14D1/A 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ Final Amendment (Amendment No. 2) to SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 FURON COMPANY (Name of Subject Company) FCY ACQUISITION CORPORATION NORTON COMPANY COMPAGNIE DE SAINT-GOBAIN (Bidders) Common Stock, without par value (Title of Class of Securities) ------------------ 361106107 (Cusip Number) John R. Mesher, Esq. Saint-Gobain Corporation 750 E. Swedesford Road Valley Forge, PA 19482-0101 Telephone: (610) 341-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) Copies to: Carole Schiffman, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4256 ================================================================================ CUSIP No. 361106107 1 NAMES OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS FCY Acquisition Corporation I.R.S. Employer Identification No. 23-3015144 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX 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 17,746,867 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 96% 10 TYPE OF REPORTING PERSON CO 2 CUSIP No. 361106107 1 NAMES OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Norton Company I.R.S. Employer Identification No. 04-1680390 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,746,867 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 96% 10 TYPE OF REPORTING PERSON CO 3 CUSIP No. 361106107 1 NAMES OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Compagnie de Saint-Gobain S.S. and I.R.S. Employer Identification No. N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION France 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,746,867 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 96% 10 TYPE OF REPORTING PERSON HC, CO 4 This Final Amendment amends and supplements the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") originally filed with the Securities and Exchange Commission (the "Commission") on September 24, 1999 by FCY Acquisition Corporation ("Purchaser"), Norton Company ("Parent") and Compagnie de Saint-Gobain, as amended by Amendment No. 1 filed with the Commission on October 18, 1999, with respect to a tender offer by Purchaser to purchase all outstanding shares of common stock, without par value, (including the associated preferred share purchase rights) (collectively, the "Shares") of Furon Company (the "Company"), at $25.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 24, 1999 and in the related Letter of Transmittal (which together constitute the "Offer"), copies of which are attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-1. All capitalized terms used in this Final Amendment without definition have the meanings attributed to them in the Schedule 14D-1. Item 6. Interest in Securities of the Subject Company. Item 6(a)-(b) is hereby amended and supplemented by adding to the end thereof the following: The Offer expired at 12:00 Midnight, New York City time, on October 22, 1999. Based on a preliminary count of the Depositary, as of midnight, New York City time, on October 22, 1999, 17,746,867 Shares were properly tendered pursuant to the Offer, representing approximately 96% of the Shares outstanding. Pursuant to the Offer, Purchaser has accepted for payment all Shares properly tendered and will make payment for the accepted Shares on October 27, 1999. A copy of the press release issued in the United States by Parent and a copy of the press release issued in France by Saint-Gobain, each dated October 25, 1999, announcing the expiration of the Offer are attached hereto as Exhibit (a)(10) and Exhibit (a)(11) respectively, and are incorporated herein by reference. Item 11. Material to be Filed as Exhibits. Item 11 is hereby amended and supplemented by the addition of the following exhibits: (a)(10) Text of press release issued in the United States by Parent dated October 25, 1999. (a)(11) Text of press release issued in France by Saint-Gobain dated October 25, 1999. 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. Dated: October 25, 1999 FCY ACQUISITION CORPORATION By: /s/ George B. Amoss --------------------------------------- Name: George B. Amoss Title: Vice President NORTON COMPANY By: /s/ George B. Amoss --------------------------------------- Name: George B. Amoss Title: Vice President COMPAGNIE DE SAINT-GOBAIN By: /s/ Gianpaolo Caccini --------------------------------------- Name: Gianpaolo Caccini Title: Senior Vice President 6 EXHIBITS INDEX Exhibit Title ------- ----- (a)(1) Offer to Purchase dated September 24, 1999.* (a)(2) Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).* (a)(3) Notice of Guaranteed Delivery.* (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(6) Text of joint press release issued in the United States by the Company and Parent dated September 19, 1999.* (a)(7) Text of press release issued in France by Saint-Gobain dated September 20, 1999.* (a)(8) Summary advertisement as published in The Wall Street Journal on September 24, 1999.* (a)(9) Text of joint press release issued by the Company and Parent dated October 18, 1999.* (a)(10) Text of press release issued in the United States by Parent dated October 25, 1999.** (a)(11) Text of press release issued in France by Saint-Gobain dated October 25, 1999.** (c)(1) Agreement and Plan of Merger dated as of September 18, 1999 among the Company, Parent and Purchaser.* (c)(2) Stock Option Agreement dated as of September 18, 1999 among the Company, Parent and Purchaser.* (c)(3) Shareholder Agreement dated as of September 18, 1999 between Purchaser and J. Michael Hagan.* (c)(4) Confidentiality Agreement dated as of May 27, 1999 between the Company and Saint-Gobain Industrial Ceramics, Inc., a wholly owned subsidiary of Parent.* - ------------ *Previously Filed. **Filed with this Final Amendment. 7 EX-99.(A)(10) 2 Exhibit (a)(10) NEWS RELEASE Contact: Dorothy C. Wackerman Norton Company 610-341-7428 750 E. Swedesford Rd. Valley Forge, PA 19482 FOR IMMEDIATE RELEASE NORTON COMPANY COMPLETES TENDER OFFER FOR FURON COMPANY Valley Forge, PA, October 25,1999 -- Norton Company, an indirect wholly owned subsidiary of Compagnie de Saint-Gobain (Paris, France), today announced the successful completion of its tender offer for all of the outstanding shares of common stock of Furon Company (NYSE: FCY) at $25.50 per share, net to the seller in cash. The offer expired, as scheduled, at 12:00 midnight (EDT) on Friday, October 22, 1999. As of the expiration of the offer, based on preliminary information from the depositary for the offer, approximately 96% of the outstanding shares of Furon common stock had been tendered. Norton has accepted for payment all validly tendered shares. Payment for the accepted shares will be made on October 27, 1999. Norton and Furon will now proceed to complete a merger pursuant to which Furon Company will become an indirect wholly owned subsidiary of Norton Company. As a result of the merger, each share of Furon common stock that was not tendered in the tender offer will be converted into the right to receive $25.50 in cash, without interest, subject to appraisal rights. The merger is expected to be completed by the end of November. Furon is a leading designer, developer and manufacturer of highly engineered products made primarily from specially formulated high-performance polymer materials. more... Norton Company Completes Tender Offer for Furon Company Page Two Norton Company is an indirect wholly owned subsidiary of Compagnie de Saint- Gobain. A worldwide manufacturer serving a broad range of industries, Norton is the world's leading manufacturer of abrasives, and produces technologically advanced ceramics, plastics and chemical process products. Norton's performance plastics business unit processes high-performance plastics which are formed into flexible foams, bearings, flexible tubing, radomes, pressure sensitive tapes, labware fittings, sealants and films. Saint-Gobain, one of the top 100 industrial companies in the world, is a leading producer of flat glass, glass containers, insulation, reinforcements, building materials, abrasives, industrial ceramics and piping. The company's 1998 sales totaled approximately $20 billion. # # # EX-99.(A)(10) 3 Exhibit (a)(11) SUCCESSFUL COMPLETION OF TENDER OFFER FOR FURON Norton Company, a US subsidiary of Compagnie de Saint-Gobain, announced the successful completion of its tender offer for all of the outstanding shares of Furon Company. The offer expired, as scheduled, at 12:00 midnight (EDT) on Friday, October 22, 1999. Based on preliminary information from the depositary for the offer, approximately 95,84% of the outstanding shares of Furon have been tendered. Norton and Furon will now proceed to complete a merger pursuant to which Furon Company will become an indirect wholly owned subsidiary of Norton Company. The merger is expected to be completed by the end of November. With the acquisition of Furon, the leading US manufacturer of high performance plastics, Saint-Gobain creates a global leader in this fast growing industry. October 25th 1999 -----END PRIVACY-ENHANCED MESSAGE-----