UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
Amendment
No. 5
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
MENTOR
CORPORATION
(Name of
Subject Company (Issuer))
MAPLE
MERGER SUB, INC.
(Offeror)
A Wholly
Owned Subsidiary of
JOHNSON
& JOHNSON
(Offeror)
(Names of
Filing Persons (identifying status as offeror, issuer or other
person))
COMMON
STOCK, $0.10 PAR VALUE
(Title of
Class of Securities)
587188103
(CUSIP
Number of Class of Securities)
Allen
Y. Kim, Esq.
Johnson
& Johnson
One
Johnson & Johnson Plaza
New
Brunswick, NJ 08933
(732)
524-6400
(Name,
address, and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)
Copies
to:
Robert
I. Townsend, III, Esq.
Damien
R. Zoubek, Esq.
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, NY 10019-7475
(212)
474-1000
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CALCULATION
OF FILING FEE
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Transaction
Valuation(1)
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Amount
of Filing Fee(2)
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$1,256,184,542
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$49,368.06
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(1) Estimated
for purposes of calculating the filing fee only. This amount was determined by
multiplying 40,522,082 shares of Mentor Corporation common stock (representing
the shares of common stock outstanding, in-the-money options, shares of common
stock issuable upon the exercise of outstanding performance stock unit awards
and shares of common stock issuable upon conversion of Mentor Corporation’s
outstanding 2.75% Convertible Subordinated Notes, due 2024, in each case
outstanding as of November 28, 2008 and the shares of common stock subject to
outstanding rights under the employee stock purchase plan of Mentor Corporation
as of December 1, 2008), by $31.00 per share (which is the offer
price).
(2) The
filing fee was calculated in accordance with Rule 0-11 under the Securities
Exchange Act of 1934 and Fee Rate Advisory #6 for fiscal year 2008, issued
December 27, 2007, by multiplying the transaction value by
..0000393.
x Check the
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the form or schedule and
the date of its filing.
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Amount
Previously Paid: $49,368.06
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Filing
Party: Johnson & Johnson and Maple Merger Sub, Inc.
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Form
of Registration No.: Schedule TO
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Date
Filed: December 12, 2008
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o Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
Check the
appropriate boxes below to designate any transactions to which the statement
relates:
x Third-party tender
offer subject to Rule 14d-1.
o Issuer
tender offer subject to Rule 13e-4.
o Going-private
transaction subject to Rule 13e-3.
o Amendment
to Schedule 13D under Rule 13d-2.
Check the
following box if the filing is a final amendment reporting the results of the
tender offer. o
This Amendment No. 5 to the Tender
Offer Statement on Schedule TO (this “Amendment”) is filed by (i) Maple Merger
Sub, Inc., a Minnesota corporation (the “Purchaser”) and wholly owned subsidiary
of Johnson & Johnson, a New Jersey corporation (“Parent”), and (ii) Parent.
This Amendment amends and supplements the Tender Offer Statement on Schedule TO
filed with the Securities and Exchange Commission on December 12, 2008, as
amended (together with any amendments and supplements thereto, the “Schedule
TO”), and relates to the offer (the “Offer”) by the Purchaser to purchase all of
the outstanding shares of common stock, par value $0.10 per share (the
“Shares”), of Mentor Corporation, a Minnesota corporation (“Seller”), at a
purchase price of $31.00 per Share net to the seller in cash, without interest
and less any required withholding taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated December 12, 2008 (together
with any amendments and supplements thereto, the “Offer to Purchase”), and in
the related Letter of Transmittal.
Capitalized terms used and not defined
herein shall have the meanings assigned to such terms in the Offer to
Purchase.
Item
11. Additional Information.
Item
11 of the Schedule TO is hereby amended and supplemented by adding the following
text thereto:
“As
of 11:00 a.m. New York City time on January 15, 2009, all applicable foreign
antitrust and similar regulatory clearances were either obtained from the
relevant Governmental Entities or the relevant waiting periods with respect to
such clearances had expired. Accordingly, the condition to the Offer
relating to the obtainment of foreign antitrust and similar regulatory
clearances will be satisfied by 5:00 p.m. New York City time on January 16,
2009, the scheduled expiration date of the Offer. On January 15,
2009, Parent issued a press release announcing the receipt of such clearances
and the expiration of such waiting periods, a copy of which is filed as Exhibit
(a)(5)(F) hereto and is incorporated herein by reference.”
Item
12. Exhibits.
Item
12 of the Schedule TO is hereby amended and supplemented by adding the following
exhibit:
“(a)(5)(F) Press Release issued by Johnson &
Johnson on January 15, 2009.”
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.
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MAPLE
MERGER SUB, INC.
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By:
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/s/
Susan E. Morano |
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Name:
Susan E. Morano |
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Title:
Chief Executive Officer |
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Date:
January 15, 2009 |
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By:
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/s/
John A. Papa |
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Name:
John A. Papa |
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Title:
Treasurer |
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Date:
January 15, 2009 |
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