-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, SqjJlinJ75bLgppe4PdbCs8e+EtmacLSRwX1gLUJ9SQzUMoOCPZ2KEyOixbO7kaj imxyGd7OiiTrF4bEquEByA== 0000950157-94-000110.txt : 19940825 0000950157-94-000110.hdr.sgml : 19940825 ACCESSION NUMBER: 0000950157-94-000110 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940824 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHIRON CORP CENTRAL INDEX KEY: 0000706539 STANDARD INDUSTRIAL CLASSIFICATION: 2835 IRS NUMBER: 942754624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-35798 FILM NUMBER: 94545876 BUSINESS ADDRESS: STREET 1: 4560 HORTON ST CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5106558730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CIBA GEIGY LTD CENTRAL INDEX KEY: 0000868073 STANDARD INDUSTRIAL CLASSIFICATION: 0000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 60 WALL ST STREET 2: C/O MORGAN GUARANTY TRUST CO OF NEW YORK CITY: NEW YORK STATE: NY ZIP: 10260 BUSINESS PHONE: 2126483200 SC 13D 1 SCHEDULE 13D Page 1 of 12 Pages ------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- Amendment No. 1 to SCHEDULE 13D Under the Securities Exchange Act of 1934 CHIRON CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 170040 10 9 CUSIP NUMBER Dr. Herbert Gut CIBA-GEIGY Limited Klybeckstrasse 141 CH-4002, Basle Switzerland 41-61-696-1111 --------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) ----------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ] Check the following box if a fee is being paid with the statement: [ ] ------------------------------------------------------------ 2 CUSIP No. 170040 10 9 13D Page 2 of 12 Pages ------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON CIBA-GEIGY Limited ------------------------------------------------------------ 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(d) or 2(e) [ ] ------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland ------------------------------------------------------------ 7 SOLE VOTING POWER 1,367,372 NUMBER OF --------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY C OWNED BY --------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,367,372 PERSON --------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,367,372 ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.14% ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* HC, CO ------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 Page 3 of 12 Pages Item 1. Security and Issuer. This amendment to a statement on Schedule 13D relates to Common Stock, par value $.01 per share ("Common Shares"), of Chiron Corporation (the "Issuer"), a Delaware corporation. The address of the principal executive offices of the Issuer is 4560 Horton Street, Emeryville, California 94608. Item 2. Identity and Background. (a), (b), (c) and (f). This statement on Schedule 13D is filed by CIBA-GEIGY Limited ("Limited"), a Swiss corporation. Limited's principal executive offices are located in Basle, Switzerland, and its mailing address is Klybeckstrasse 141, CH-4002, Basle, Switzerland. Limited is the publicly owned parent company of a group of affiliated companies, commonly known as the CIBA-GEIGY Group which was formed in October 1970 by the merger of two long- established Swiss Companies, CIBA Limited and J.R. Geigy S.A. Shares of Limited are listed for trading on various stock exchanges in Switzerland, including the Zurich Stock Exchange. Companies in the CIBA-GEIGY Group are principally engaged in the research and development, production and worldwide marketing of various kinds of pharmaceuticals and specialty chemicals, as well as electronic equipment. 4 Page 4 of 12 Pages The name, business address, present principal occupation and citizenship of each executive officer and member of the Board of Directors of Limited is set forth on Schedule I hereto and is incorporated reference herein. (d) and (e). Neither Limited nor, to the best knowledge of Limited, any of the persons listed on Schedule I hereto, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Certain such matters relating to CIBA-GEIGY Corporation, a subsidiary of Limited, are described in Schedule II. Item 3. Interest in Securities of the Issuer. (a) and (b). Limited beneficially owns 1,367,372 Common Shares. During 1991, as a result of issuances of Common Shares by the Issuer that diluted Limited's percentage interest in the Issuer, Limited ceased to own 5% or more of the outstanding Common Shares. 5 Page 5 of 12 Pages (c) Neither Limited nor, to the best knowledge of Limited, any of the persons listed in Schedule I hereto, has effected any transaction in Common Shares in the past 60 days. (d) None (e) Not applicable. 6 Page 6 of 12 Pages SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this amendment is true, complete and correct. Dated: August 24, 1994 CIBA-GEIGY Limited /s/ Peter Rupprecht /s/ Dr. Herbert Gut ----------------------- ----------------------- Peter Rupprecht Dr. Herbert Gut Corporate Legal Counsel Senior Division Counsel 7 Page 7 of 12 Pages SCHEDULE I Members of the Board of Directors, the Committee of the Board of Directors and the Executive Committee of CIBA-GEIGY Limited. Members of the Board of Directors: Present and Principal Name and Business Address Citizenship Occupation Dr. Alex Krauer Switzerland Since 1987: Chairman of Chairman and Chief the Board of Directors and Executive Officer Member of the Committee of c/o Ciba-Geigy Limited the Board of Directors CH-4002 Basel Switzerland Member of the Board of Ciba-Geigy Corporation, Ardsley, USA Prof. Dr. Helmut Shler Austria Since 1983: Member of the c/o Henkel KGaA Board of Directors D-40191 Dusseldorf German Since 1992: Member of the Committee of the Board of Directors Since 1993: Vice-Chairman Retired Chairman of the Central Board of Management of Henkel KGaA, Germany Birgit Breuel Germany As of October 1, 1994: Treuhandanstalt Member of the Board of Detiev-Rohwedder-Haus Directors Leipziger Strasse 5-7 D-10100 Berlin President of Germany Treuhandanstalt, Berlin Prof. Max M. Burger Switzerland/ Since 1980: Member of the c/o Friedrich USA Board of Directors Miescher Institute P.O. Box 2543 Director of Friedrich CH-4002 Basel Miescher Institute, Basel Switzerland 8 Page 8 of 12 Pages Present and Principal Name and Business Address Citizenship Occupation Kaspar V. Cassani Switzerland Since 1985: Member of the c/o IBM Switzerland Board of Directors CH-8002 Zurich Since 1994: Member of the Switzerland Committee of the Board of Directors Retired Vice-Chairman of IBM Corporation David de Pury Switzerland Since 1992: Member of the c/o ABB ASEA Brown Board of Directors Boveri AG Co-Chairman of the Board of P.O. Box 8131 ABB ASEA Brown Boveri AG, CH-8050 Zurich Zurich Switzerland Walter G. Frehner Switzerland Since 1994: Member of the c/o Swiss Bank Board of Directors Corporation Chairman of the Board of Aeschenplatz 6 Directors of Swiss Bank CH-4002 Basel Corporation Rainer E. Gut Switzerland Since 1985: Member of the c/o Credit Suisse Board of Directors Paradeplatz Since 1994: Member of the CH-8021 Zurich Committee of the Board of Switzerland Directors Chairman of the Board of Directors of Credit Suisse Dr. Hans B. Herzog Germany Since 1988: Member of the c/o Ciba-Geigy Limited Board of Directors and CH-4002 Basel Member of the Committee of Switzerland the Board of Directors Prof. Jean-Marie Lehn France Since 1991: Member of the c/o Institute le Bel Board of Directors Universite Louis Pasteur Universite Louis Pasteur, 4. rue Blaise Pascal Institute le Bel, F-67070 Strasbourg Professeur au College de cedex France a Paris France Michael Ringier Switzerland Since 1993: Member of the c/o Ringier AG Board of Directors Dufourstrasse 23 CH-8008 Zurich Chairman of the Board of Switzerland Ringier AG 9 Page 9 of 12 Pages Present and Principal Name and Business Address Citizenship Occupation Prof. Hugo E.R. Uyterhoeven USA Since 1980: Member of the c/o Harvard University Board of Directors Graduate School of Professor and Senior Business Administration Associate Dean at Harvard Morgan 349 Business School, Boston Boston, MA 02163 Dr. Hans-Jorg Held Switzerland Since 1988: Secretary of c/o Ciba-Geigy Limited the Committee of the Board CH-4002 Basel of Directors. Head Central Switzerland Secretariat Heini Lippuner Switzerland 1986: Member of the Chairman and Executive Committee Chief Operating Officer 1987: Chairman c/o Ciba-Geigy Limited Dr. Jacques Pierre Barman Switzerland 1988: Responsible for the c/o Ciba-Geigy Limited Textile Dyes, Chemicals, CH-4002 Basel Additives and Pigment Switzerland Divisions. Pierre E. Doucze France 1991: Responsible for the c/o Ciba-Geigy Limited Pharma, Self-Medication and CH-4002 Basel Diagnostics Divisions, and Switzerland worldwide Head of the Pharma Division Dr. Hans Kindler Switzerland 1990: Responsible for c/o Ciba-Geigy Limited Personnel, Production and CH-4002 Basel Technology and Safety and Switzerland Environmental Protection Dr. Francois L'Eplattenier Switzerland 1988: Responsible for c/o Ciba-Geigy Limited Research and Development CH-4002 Basel Switzerland Dr. Rolf A. Meyer Switzerland 1992: Chief Financial c/o Ciba-Geigy Limited Officer CH-4002 Basel Switzerland Dr. Wolfgang Samo Switzerland 1993: Responsible for the c/o Ciba-Geigy Limited Plant Protection, Animal CH-4002 Basel Health and Seeds Divisions, Switzerland and worldwide Head of the Plant Protection Division Dr. Hermann Vodicka Austria 1993: Responsible for the c/o Ciba-Geigy Limited Polymers, Composites, CH-4002 Basel Mettler-Toledo and Ciba- Switzerland Vision Divisions, and worldwide Head of the Polymers Division 10 Page 10 of 12 Pages Present and Principal Name and Business Address Citizenship Occupation Dr. Hans-Jorg Held Switzerland 1987: Head Central Secretary (not member) Secretariat 11 Page 11 of 12 Pages SCHEDULE II On February 28, 1992, CIBA GEIGY Corporation ("CGC") and two employees from its Toms River plant pleaded guilty in Superior Court, Law Division, Mercer County, New Jersey to one count of unintentional illegal disposal of pollutants in a double-lined landfill. Judgment of conviction was entered on March 23, 1992. As part of the settlement agreement, CGC paid a criminal fine of $3.5 million, civil penalties of $5.5 million and administrative costs of $2.35 million. At the same time, it made contribution to the State of New Jersey of $2.5 million for environmental purposes. On August 14, 1992, CGC pleaded no contest in Louisiana State Court, 18th Judicial District, to fifteen misdemeanor counts arising from falsification of certain back-up quality control data relating to water discharge permits at is St. Gabriel plant and paid a $250,000 fine. At the same time, it made two contributions of $50,000 each to the Sheriff's offices of Iberville Parish and West Baton Rouge Parish. In 1992, CGC pleaded guilty to an Environmental Control Complaint and Summons resulting from an odor emission at its Newport, Delaware plant site. The matter 12 Page 12 of 12 Pages was under the jurisdiction of the Delaware Justice of the Peach Court, Newport, Delaware. A fine of $598.50 was paid. -----END PRIVACY-ENHANCED MESSAGE-----