UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
Amendment
No. 3
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. 3 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.
The second paragraph under Section
7—“Certain Information Concerning Seller” of the Offer to Purchase, as amended,
is hereby further amended by restating the final sentence of such paragraph as
follows:
“Although
the Purchaser has no knowledge that any information included in the periodic
reports, proxy statements and other information filed by Seller with the SEC is
inaccurate, incomplete or untrue, such reports, statements and information were
prepared by Seller and the Purchaser was not involved in the preparation of such
reports, statements and information.”
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/
Richard D. Gooding
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Name: Richard
D. Gooding
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Title: Vice
President
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Date: December
23, 2008
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JOHNSON
& JOHNSON
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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: December
23, 2008
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