-----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, F5hCwYHx5TPvk5YgU1v/SqzBtyUNcoYIAWf2Ooi3jRwqITZZ9Nlgm8yEXRD76XlI j5wnfbX+q/iur9dYXEN1Fg== 0000936392-97-000041.txt : 19970120 0000936392-97-000041.hdr.sgml : 19970120 ACCESSION NUMBER: 0000936392-97-000041 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970117 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TYLAN GENERAL INC CENTRAL INDEX KEY: 0000894776 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 042659273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44727 FILM NUMBER: 97507268 BUSINESS ADDRESS: STREET 1: 15330 AVENUE OF SCIENCE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 6195711222 MAIL ADDRESS: STREET 1: 15330 AVENUE OF SCIENCE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TYLAN GENERAL INC CENTRAL INDEX KEY: 0000894776 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 042659273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 15330 AVENUE OF SCIENCE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 6195711222 MAIL ADDRESS: STREET 1: 15330 AVENUE OF SCIENCE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92128 SC 14D9/A 1 AMENDMENT #3 TO SCHEDULE 14D-9 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 14D-9/A (AMENDMENT NO.3) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------- TYLAN GENERAL, INC. (NAME OF SUBJECT COMPANY) --------------- TYLAN GENERAL, INC. (NAME OF PERSON(S) FILING STATEMENT --------------- COMMON STOCK, $.001 PAR VALUE (TITLE OF CLASS OF SECURITIES) --------------- 902 169 101 (CUSIP NUMBER OF CLASS OF SECURITIES) --------------- DAVID J. FERRAN CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER TYLAN GENERAL, INC. 15330 AVENUE OF SCIENCE SAN DIEGO, CALIFORNIA 92128 (619) 618-1990 (NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT) COPIES TO: EDWARD S. ROSENTHAL, ESQ. D. BRADLEY PECK, ESQ. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LANCE W. BRIDGES, ESQ. 350 SOUTH GRAND AVENUE, 32ND FLOOR COOLEY GODWARD LLP LOS ANGELES, CALIFORNIA 90071 4365 EXECUTIVE DRIVE, SUITE 1100 (213)473-2000 SAN DIEGO, CALIFORNIA 92121 (619) 550-6000 ================================================================================ 2 Tylan General, Inc., a Delaware corporation (the "Company"), hereby amends and supplements its Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"), originally filed on December 17, 1996 and subsequently amended on December 20, 1996 and January 2, 1997, with respect to the tender offer by MCTG Acquisition Corp., a Delaware corporation ("Bidder Sub"), a subsidiary of Millipore Corporation, a Massachusetts corporation ("Bidder"), to purchase all of the outstanding Common Stock, $.001 par value per share (including the associated Series A Junior Participating Preferred Stock Purchase Rights), of the Company. Capitalized terms herein have the meanings assigned to them in the Schedule 14D-9, unless otherwise defined herein. 2. Tender Offer of the Bidder Item 2 is hereby amended by deleting the existing second sentence and replacing it with the following sentence: The Offer is being made by the Bidder pursuant to an Agreement and Plan of Merger entered into on December 16, 1996, as amended on January 15, 1997 (the "Merger Agreement"), between the Company, Millipore and MCTG Acquisition Corp. ("Bidder Sub"). 3. Identity and Background Section 3(b)(ii)(1) of Item 3 is hereby amended by deleting the existing second sentence of the first paragraph thereof and replacing it with the following three sentences: The following summary of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement. A copy of the Agreement and Plan of Merger, dated December 16, 1996, between the Company, Bidder and Bidder Sub is attached hereto as Exhibit 99.11. A copy of the Amendment to Agreement and Plan of Merger, dated January 15, 1997, between the Company, Bidder and Bidder Sub is attached hereto as Exhibit 99.16. The paragraph under the caption "Stock Options" in Section 3(b)(ii)(1) of Item 3 is hereby amended by adding the following sentence at the end of the paragraph: The Company shall have the right to amend the terms of any Company Stock Option which is an incentive stock option satisfying the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (an "Incentive Stock Option"), outstanding on the date of the Merger Agreement so that it would be vested on the scheduled date of termination of the Offer and the Company shall have the right to amend the terms of any Company Stock Option which is not an Incentive Stock Option outstanding on the date of the Merger Agreement so that it would become vested immediately prior to the Effective Time. 8. Additional Information to be Furnished Item 8 is hereby amended by adding the following paragraph at the end of the Item: On January 9, 1997, the Company was notified by the Premerger Clearance Office of the Federal Trade Commission that the waiting period applicable to the consummation of the Merger under the HSR Act was terminated early. 9. Material to be filed as Exhibits Item 9 is hereby amended by the addition of the following Exhibit hereto: 99.16 Amendment to Agreement and Plan of Merger, dated January 15, 1997, between the Company, Bidder and Bidder Sub. 3 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this amendment is true, complete and correct. TYLAN GENERAL, INC. By: /s/ DON E. WHITSON -------------------------------- Don E. Whitson Vice Chairman of the Board and Chief Administrative Officer Date: January 16, 1997 EX-99.16 2 EXHIBIT 99.16 1 EXHIBIT 99.16 AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMENDMENT dated as of January 15, 1997 (this "Amendment") to AGREEMENT AND PLAN OF MERGER dated as of December 16, 1996 (the "Merger Agreement") among Tylan General, Inc., a Delaware corporation (the "Company"), Millipore Corporation, a Massachusetts corporation (the "Purchaser"), and MCTG Acquisition Corp., a Delaware corporation ("Purchaser Sub"). RECITALS WHEREAS, the Company, the Purchaser and Purchaser Sub are parties to the Merger Agreement, pursuant to which the Purchaser is acquiring the Company. WHEREAS, the parties hereto desire to amend the Merger Agreement as provided herein. WHEREAS, all capitalized terms used herein shall have the meanings set forth in the Merger Agreement unless otherwise specified herein. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Acceleration of Stock Options. The third sentence of Section 7.8(a) of the Merger Agreement shall be amended to read as follows: "The Company shall have the right to amend the terms of any Company Stock Option which is an incentive stock option satisfying the requirements of Section 422 of the Code (an "Incentive Stock Option") outstanding on the date hereof so that it would be vested on the scheduled date of termination of the Offer and the Company shall have the right to amend the terms of any Company Stock Option which is not an Incentive Stock Option outstanding on the date hereof so that it would become vested immediately prior to the Effective Time." 2. Miscellaneous. Except to the extent expressly modified by this Amendment, the Merger Agreement shall continue in full force and effect in accordance with its terms. For the convenience of the parties hereto, this Amendment may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together, along with the Merger Agreement, constitute the same agreement. 2 IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officers of the parties hereto on the date first hereinabove written. MILLIPORE CORPORATION By: /s/ GEOFFREY NUNES ---------------------------------- Name: Geoffrey Nunes Title: Senior Vice President MCTG ACQUISITION CORP. By: /s/ GEOFFREY NUNES ---------------------------------- Name: Geoffrey Nunes Title: Senior Vice President TYLAN GENERAL, INC. By: /s/ DAVID L. STONE ---------------------------------- Name: David L. Stone Title: Executive Vice President and Chief Financial Officer 2 -----END PRIVACY-ENHANCED MESSAGE-----