-----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, OoEaceGUTGwkZSEULuemuQYe4gBVuIS/LbDARvFeLC9g+o7N6iIPiLoB4kICnbkU E+Knx1qgKCUz93FyyIGVcA== 0000897204-98-000123.txt : 19980529 0000897204-98-000123.hdr.sgml : 19980529 ACCESSION NUMBER: 0000897204-98-000123 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980528 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOSITE DIAGNOSTICS INC CENTRAL INDEX KEY: 0000834306 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 330288606 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50351 FILM NUMBER: 98632916 BUSINESS ADDRESS: STREET 1: 11030 ROSELLE ST CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194554808 MAIL ADDRESS: STREET 1: 11030 ROSELLE ST CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERCK KGAA /FI CENTRAL INDEX KEY: 0001004059 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 64271 DARMSTADT CITY: GERMANY HRB 6164 STATE: I8 FORMER COMPANY: FORMER CONFORMED NAME: MERCK KGAA /FI DATE OF NAME CHANGE: 19970219 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________________ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2){1} BIOSITE DIAGNOSTICS INCORPORATED (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 09094510 (CUSIP Number) KLAUS H. JANDER, ESQ. ROGERS & WELLS LLP 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 6, 1998 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box . NOTE. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) __________________________ {1} The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the NOTES.) SCHEDULE 13D CUSIP NO. 09094510 PAGE 2 OF 5 PAGES
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Merck KGaA 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) (B) 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 2 (this "Amendment") to the Statement on Schedule 13D, dated February 14, 1997 ("Schedule 13D"), as amended by Amendment No. 1 thereto, dated March 7, 1997, is filed by Merck KGaA in connection with its beneficial ownership of Common Stock, par value $0.01 per share, of Biosite Diagnostics Incorporated, a Delaware corporation (the "Common Stock"). Schedule 13D is hereby amended as follows: ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Schedule 13D is amended in its entirety to read as follows: "Merck KGaA determined to dispose of all of the 1,187,667 shares of Common Stock that it beneficially owned (representing approximately 9.22% of the 12,876,016 shares of Common Stock reported by the Issuer to be outstanding as of February 28, 1998 in the Issuer's most recent annual report filed on Form 10-K pursuant to the Securities Exchange Act of 1934, as amended). Solely for the purpose of facilitating this disposition, Merck KGaA transferred all of its Common Stock to its related company, E. Merck Beteiligungen OHG, a German general partnership, effective as of April 21, 1998. "The disposition of all Common Stock previously beneficially held by Merck KGaA was completed on May 6, 1998." ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Schedule 13D is amended in its entirety to read as follows: "As of the date of the filing of this Amendment, Merck KGaA is the beneficial owner of 0 shares of Common Stock, representing 0.0% of the total issued and outstanding shares of Common Stock. "Solely for the purpose of facilitating the disposition of all of its Common Stock, Merck KGaA transferred all of its shares to its related company, E. Merck Beteiligungen OHG, a German general partnership, effective as of April 21, 1998. In three separate open-market transactions, E. Merck Beteiligungen OHG effected the sale of Common Stock to unrelated third parties. On May 6, 1998, 1,130,000 shares of Common Stock were sold at $13.50 per share for a total purchase price of $15,255,000; on April 23, 1998, 10,000 shares of Common Stock were sold at $15.00 per share for a total purchase price of $150,000; and on April 22, 1998, 47,667 shares of Common Stock were sold at $15.0625 per share, for a total purchase price of $717,984.18. "Merck KGaA ceased to be a beneficial owner of more than 5% of the Common Stock on May 6, 1998." PAGE 3 OF 5 PAGES ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 5 of the Schedule 13D is amended by the addition of the following paragraph: "Solely for the purpose of facilitating the disposition of all of its Common Stock, Merck KGaA transferred all of its shares to its related company, E. Merck Beteiligungen OHG, a German general partnership, effective as of April 21, 1998. In three separate open-market transactions, E. Merck Beteiligungen OHG effected the sale of Common Stock to unrelated third parties. On May 6, 1998, 1,130,000 shares of Common Stock were sold at $13.50 per share; on April 23, 1998, 10,000 shares of Common Stock were sold at $15.00 per share; and on April 22, 1998, 47,667 shares of Common Stock were sold at $15.0625 per share." PAGE 4 OF 5 PAGES 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. Date: May 27, 1998 MERCK KGAA By: /s/ Klaus-Peter Brandis ________________________________ Name: Klaus-Peter Brandis Title: Director -----END PRIVACY-ENHANCED MESSAGE-----