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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Amendment No. 1
to
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
Furon Company
(Name of Subject Company)
Furon Company
(Name of Person Filing Statement)
Common Stock, without par value
(including the associated preferred stock purchase rights)
(Title of Class of Securities)
361106107
(CUSIP Number of Class of Securities)
Donald D. Bradley, Esq.
General Counsel and Secretary
Furon Company
29982 Ivy Glenn Drive
Laguna Niguel, California 92677
(949) 831-5350
(Name, address and telephone
number of person authorized to
receive notice and communications on
behalf of the person filing statement)
with a copy to:
Gary J. Singer, Esq.
O'Melveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660
(949) 760-9600
This Amendment No. 1 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9, originally filed with the Securities
and Exchange Commission on September 24, 1999 (the "Schedule 14D-9") by Furon
Company, a California corporation (the "Company"). The Schedule 14D-9 was filed
in connection with the tender offer made by FCY Acquisition Corporation, a
California corporation ("Purchaser") and a wholly-owned indirect subsidiary of
Norton Company, a Massachusetts corporation ("Parent"), which is a wholly-owned
indirect subsidiary of Compagnie de Saint-Gobain, a French corporation ("Saint-
Gobain"), to purchase all the outstanding shares of common stock, without par
value, of the Company, including the associated preferred stock purchase rights
issued pursuant to the Company's Rights Agreement, dated April 30, 1999, between
the Company and The Bank of New York (collectively, the "Shares"), 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
dated September 24, 1999 of Purchaser, Parent and Saint-Gobain. The tender offer
is being made pursuant to an Agreement and Plan of Merger, dated as of September
18, 1999, among Parent, Purchaser and the Company.
Item 8. Additional Information to be Furnished.
Item 8 is hereby amended and supplemented by the addition of the
following information thereto:
The waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 applicable to the purchase of the Shares pursuant to the Offer
expired as of 11:59 P.M. (EDT) on October 15, 1999. Additionally, the waiting
period under the Gesetz gegen Wettbewersbeschrankungen (the German Act Against
Restraints of Competition) applicable to Purchaser's acquisition of the Shares
pursuant to the Offer was terminated on October 14, 1999. A copy of the press
release, dated October 18, 1999, issued jointly by the Company and Parent
disclosing such expiration and termination is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by the addition of the
following exhibit:
Exhibit 99.1 Joint Press Release, dated October 18, 1999,
issued by the Company and Parent.
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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.
Dated: October 18, 1999
FURON COMPANY
By: /s/ J. Michael Hagan
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Name: J. Michael Hagan
Title: Chairman of the Board, Chief
Executive Officer and President
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.1 Joint Press Release, dated October 18, 1999, issued by Furon
Company and Norton Company.
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