-----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, A9zBPKYZHSUzk9KPm77daFOrRpYycgnzSGXWa3pTxiPIMwE/yxtLPAYzdEeqxEgg rhj7G64RE053Y6WP6+bxbw== 0000896058-95-000106.txt : 19951012 0000896058-95-000106.hdr.sgml : 19951012 ACCESSION NUMBER: 0000896058-95-000106 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951011 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROCHESTER MEDICAL CORPORATION CENTRAL INDEX KEY: 0000868368 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411613227 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41264 FILM NUMBER: 95579816 BUSINESS ADDRESS: STREET 1: 1500 SECOND AVE N W CITY: STEWARTVILLE STATE: MN ZIP: 55976 BUSINESS PHONE: 5075334203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRISTOL MYERS SQUIBB CO CENTRAL INDEX KEY: 0000014272 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 220790350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125464000 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL MYERS CO DATE OF NAME CHANGE: 19891012 SC 13D 1 13D FOR B-M/ROCHESTER MEDICAL Page 1 of 16 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Rochester Medical Corporation (Name of Issuer) Common Stock, without par value (Title of Class of Securities) 771497104 (CUSIP Number) E.R. Squibb & Sons, Inc. 100 Headquarters Park Drive Skillman, New Jersey 08558 (908) 281-2370 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 11, 1995 (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 Statement because of Rule 13d-1(b)(3) or (4), check the following box: o Check the following box if a fee is being paid with this Statement: |X| 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, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act. Page 2 of 16 SCHEDULE 13D - ----------------------------------------------- CUSIP No. 771497104 - ----------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON E.R. SQUIBB & SONS, INC. I.R.S. Employer Identification Number 13-6121983 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED o PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 157,895 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER PERSON 157,895 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 157,895 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11) 5.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- CUSIP No. 771497104 Page 3 of 16 Item 1. Security and Issuer. The class of equity securities to which this Statement relates is the common stock, without par value (the "Common Stock"), of Rochester Medical Corporation, a Minnesota corporation (the "Issuer"), which has its principal executive offices at 1500 Second Avenue N.W., Stewartville, Minnesota 55976. Item 2. Identity and Background. This Statement is being filed by E.R. Squibb & Sons, Inc., a Delaware corporation (the "Company"), and a wholly-owned subsidiary of Bristol-Myers Squibb Company, a Delaware corporation ("Bristol-Myers Squibb"). The Company conducts its principal business and maintains its principal office at 100 Headquarters Park Drive, Skillman, New Jersey 08558. The Company is a leading manufacturer and marketer of ostomy and modern wound care products and a comprehensive provider of skin care, infection control, contamination control and incontinence care products. The name, business address, present principal occupation or employment and citizenship of each executive officer and director of each of the Company and Bristol-Myers Squibb are set forth on Schedule A hereto which is incorporated herein by reference. During the past five years, neither the Company, Bristol-Myers Squibb nor, to the best knowledge of the Company, any of their respective executive officers or directors (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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, CUSIP No. 771497104 Page 4 of 16 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. Items 3. Source and Amount of Funds or Other Consideration. The Company beneficially owns 157,895 shares of Common Stock pursuant to the terms of the Convertible Loan Agreement, dated as of August 11, 1995, by and between the Company and the Issuer (the "Convertible Loan Agreement") , under which the Company loaned to the Issuer the principal amount of $3,000,000. The Convertible Loan Agreement provides that the Company has the right to convert at any time prior to repayment any and all amounts, including accrued interest, then outstanding under the Convertible Loan Agreement into Common Stock at a conversion price of $19.00 per share. The principal amount of the loan was funded using the Company's working capital. Item 4. Purpose of Transaction. On August 11, 1995, the Company and the Issuer entered into the Convertible Loan Agreement pursuant to which the Company loaned to the Issuer the principal amount of $3,000,000 (the "Loan"). The proceeds of the Loan are to be used by the Issuer as working capital. The Loan is unsubordinated and, pursuant to the Security Agreement, dated as of August 11, 1995, by and between the Issuer and the Company (the "Security Agreement"), is secured by a pledge of substantially all of the assets of the Issuer, with the exception of the Issuer's intellectual property. The Loan bears interest at the rate of 9.5% per annum compounded annually and matures on August 11, 2000. CUSIP No. 771497104 Page 5 of 16 Pursuant to the terms of the Convertible Loan Agreement, the Company has the right to convert at any time prior to repayment any and all amounts, including accrued interest, then outstanding under the Convertible Loan Agreement into Common Stock at a conversion price of $19.00 per share (the "Conversion Rights"). Simultaneous with the execution and delivery of the Convertible Loan Agreement and the Security Agreement, the Company and the Issuer entered into the Distribution and Co-Development Agreement (the "Distribution Agreement") pursuant to which the Company and the Issuer formed a strategic alliance in connection with the marketing of the Issuer's products. The Distribution Agreement grants to the Company, subject to certain obligations and limitations imposed by the Issuer's other distribution agreements, co-exclusive worldwide rights to market the Issuer's current products, products in development and certain future products under the Company's brand name. The Company's marketing rights are co-exclusive with those of the Issuer, which retains the worldwide rights to market its products under the Issuer's own brand name. The Distribution Agreement provides that the Company will purchase all of its requirements of certain of the Issuer's products from the Issuer, and the Issuer will provide all manufacturing and packaging of the Issuer's products for the Company. The Distribution Agreement also provides that in the event that the Issuer is unable to supply the Company's requirements for products for any reason other than a shortage of raw materials, the Company will be granted a license to the Issuer's technologies for purposes of manufacturing the Issuer's products. In addition, the Issuer and the Company may agree to work cooperatively to develop additional urology and incontinence products. CUSIP No. 771497104 Page 6 of 16 Under the terms of the Distribution Agreement, the Issuer is obligated to offer the Company a right of first refusal on all future products, and prior to entering into a distribution agreement for any such product with a third party, the Issuer must offer the Company a final opportunity to market such product on terms no less favorable to the Company than those offered to the third party. The Distribution Agreement has an initial five year term through August 31, 2000. The Company may, at its option, renew the Distribution Agreement for an additional five-year term, and may thereafter renew the Distribution Agreement for up to five additional one-year renewal periods. Either party may terminate the Distribution Agreement only upon the other party's material breach of the Distribution Agreement, bankruptcy or insolvency, or inability to perform under the Distribution Agreement for a period of more than six months. The Distribution Agreement may not be terminated in the event that a third party acquires the Issuer. The Issuer has agreed to indemnify the Company against certain liabilities, including any patent infringement claims by third parties. The entering into by the Company of the Convertible Loan Agreement was, among other things, in consideration for the Issuer entering into the Distribution Agreement and granting to the Company the rights set forth therein. Except as set forth in this Item 4 and as otherwise contemplated by the Convertible Loan Agreement, neither the Company, Bristol-Myers Squibb nor, to the best knowledge of the Company, any of their respective executive officers or directors, has any other present plans or proposals which would result in or relate to any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D under the Exchange Act. CUSIP No. 771497104 Page 7 of 16 Item 5. Interest in Securities of the Issuer. To the best knowledge of the Company, the Issuer has outstanding [2,724,000] shares of Common Stock. Under the terms of the Convertible Loan Agreement, the Company beneficially owns 157,895 shares of Common Stock representing approximately 5.5% of the outstanding shares of Common Stock of the Issuer after giving effect to the conversion of the loan. Except as set forth in this Item 5 and on Schedule B attached hereto which is incorporated herein by reference, neither the Company, Bristol-Myers Squibb, nor, to the best knowledge of the Company, any of their respective executive officers or directors owns any shares of Common Stock. Pursuant to the Convertible Loan Agreement, if the Company were to exercise its Conversion Rights (i) the Company would have the sole power to vote or to direct the vote of 157,895 shares of Common Stock and (ii) the Company would have the sole power to dispose or direct the disposition of 157,895 shares of Common Stock. Except as set forth on Schedule B attached hereto which is incorporated herein by reference, neither the Company, Bristol-Myers Squibb nor, to the best knowledge of the Company, any of their respective executive officers or directors has effected any transaction in shares of Common Stock during the past sixty (60) days. Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer. Except for the Convertible Loan Agreement, each of the Company, Bristol- Myers Squibb and, to the best knowledge of the Company, their respective executive officers CUSIP No. 771497104 Page 8 of 16 and directors is not a party to any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. Exhibit 1. Convertible Loan Agreement, dated as of August 11, 1995, by and between E.R. Squibb & Sons, Inc. (through its ConvaTec division) and Rochester Medical Corporation. (Incorporated by reference to Exhibit 4.11 to Rochester Medical Corporation's Quarterly Report on Form 10- QSB for the quarter ended June 30, 1995.) Exhibit 2. Security Agreement, dated as of August 11, 1995, by and between Rochester Medical Corporation and E.R. Squibb & Sons, Inc. (through its ConvaTec division). (Incorporated by reference to Exhibit 10.23 to Rochester Medical Corporation's Quarterly Report on Form 10-QSB for the quarter ended June 30, 1995.) Exhibit 3. Distribution and Co-Development Agreement, dated August 11, 1995, by and between E.R. Squibb & Sons, Inc. (through its ConvaTec division) and Rochester Medical Corporation. (Incorporated by reference to Exhibit 10.22 to Rochester Medical Corporation's Quarterly Report on Form 10-QSB for the quarter ended June 30, 1995.) CUSIP No. 771497104 Page 9 of 16 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 11, 1995 E.R. SQUIBB & SONS, INC. By:/s/ J. EDWARD PENICK, JR. -------------------------- J. Edward Penick, Jr. Vice President and Assistant Secretary CUSIP No. 771497104 Page 10 of 16 SCHEDULE A The following information sets forth the name, citizenship, business address and present principal occupation of each of the directors and executive officers of the Company and Bristol-Myers Squibb. Each of the directors and executive officers of the Company and Bristol-Myers Squibb is a citizen of the United States, except for Joachim H. von Roy who is a citizen of Germany. Each of the Company's executive officer's business address is 100 Headquarters Park Drive, Skillman, New Jersey 08558, and each of Bristol- Myers Squibb's executive officer's business address is 345 Park Avenue, New York, New York 10154, in either case unless otherwise indicated. Name and Business Address Present Principal Occupation - ------------------------- ---------------------------- Directors of E.R. Squibb & Sons, Inc. - -------------------------------- Joel M. Lasker Senior Vice President and Senior Counsel - Bristol-Myers Squibb Company Bristol-Myers Squibb Pharmaceutical Route 206 & Province Line Road Group; Associate General Counsel - Bristol- Princeton, New Jersey 08540 Myers Squibb Company John L. McGoldrick General Counsel and Senior Vice President, Bristol-Myers Squibb Company Corporate Staff - Bristol-Myers Squibb 345 Park Avenue Company New York, New York 10154 Frederick S. Schiff Controller and Vice President, Corporate Bristol-Myers Squibb Company Staff - Bristol-Myers Squibb Company 345 Park Avenue New York, New York 10154 Officers of E.R. Squibb & Sons, Inc. - ------------------------------- Kenneth E. Weg President Dennis R. Raney Vice President and Controller Harrison M. Bains, Jr. Vice President and Treasurer Samuel L. Barker Vice President CUSIP No. 771497104 Page 11 of 16 Andrew G. Bodnar Vice President Alice C. Brennan Vice President and Secretary Louis T. DiFazio Vice President Robert N. Endries Vice President and Assistant Secretary Kenneth M. Given Vice President Conan P. Grames Vice President David R. Hannay Vice President Joel M. Lasker Vice President and Assistant Secretary Paul Lorenzo Vice President Thomas Ludlam, Jr. Vice President John L. McGoldrick Vice President Joseph P. Nirschl Vice President J. Edward Penick, Jr. Vice President and Assistant Secretary Thomas M. Primm Vice President Sol I. Rajfer Vice President Leon E. Rosenberg, M.D. Vice President Frederick S. Schiff Vice President Eileen S. Silvers Vice President Kenneth A. Sloan Vice President Joseph G. Solari, Jr. Vice President Mark D. Speaker Vice President and Assistant Secretary Harlen D. Stauffer Vice President Directors of Bristol-Myers Squibb Company - --------------------------------- Charles A. Heimbold, Jr. Chairman of the Board, President and Chief Bristol-Myers Squibb Company Executive 345 Park Avenue New York, New York 10154 CUSIP No. 771497104 Page 12 of 16 Michael F. Mee Chief Financial Officer, Senior Vice Bristol-Myers Squibb Company President, Corporate Staff 345 Park Avenue New York, New York 10154 Frederick S. Schiff Controller and Vice President, Corporate Bristol-Myers Squibb Company Staff 345 Park Avenue New York, New York 10154 Robert E. Allen Chairman and Chief Executive Officer AT&T Company 295 North Maple Avenue Basking Ridge, NJ 07920 Michael E. Autera Executive Vice President Bristol-Myers Squibb Company 345 Park Avenue New York, New York 10154 Ellen V. Futter President American Museum of Natural History Central Park West at 79th Street New York, NY 10024 Louis V. Gerstner, Jr. Chairman of the Board and Chief Executive IBM Corporation Officer Old Orchard Road Armonk, NY 10504 John D. Macomber President JDM Investment Group 2806 N. Street, N.W. Washington, DC 20007 James D. Robinson III President J.D. Robinson Inc. 126 East 56th Street New York, NY 10022 Andrew C. Sigler Chairman and Chief Executive Officer Champion International Corporation One Champion Plaza Stamford, CT 06921 CUSIP No. 771497104 Page 13 of 16 Louis W. Sullivan, M.D. President Morehouse School of Medicine 720 Westview Drive, S.W. Atlanta, GA 30310-1495 Kenneth E. Weg Executive Vice President and President, Bristol-Myers Squibb Company Bristol-Myers Squibb Pharmaceutical Group 345 Park Avenue New York, NY 10154 Officers of Bristol-Myers Squibb Company - -------------------------------- Charles A. Heimbold, Jr. Chairman of the Board, Director, President and Chief Executive Officer Michael E. Autera Executive Vice President and Director Harrison M. Bains, Jr. Treasurer and Vice President, Corporate Staff Samuel L. Barker, Ph.D. President, Bristol-Myers Squibb U.S. Pharmaceuticals Stephen E. Bear President, Worldwide Consumer Medicines Andrew G. Bodnar, M.D. Vice President, Medical and Legal Affairs, Corporate Staff Alice C. Brennan Corporate Secretary and Vice President, Corporate Staff Jack M. Cooper Vice President, Information Management, Corporate Staff Peter R. Dolan President, Mead Johnson Nutritional Group Richard A. Druckman Vice President, Strategic Planning, Corporate Staff Terence N. Furness President, Zimmer, Inc. John D. Glover Vice President, Corporate Security, Corporate Staff Samuel A. Hamad President, Bristol-Myers Squibb Pharmaceuticals - Intercontinental Donald J. Hayden, Jr. Senior Vice President, Worldwide Franchise Management and Business Development CUSIP No. 771497104 Page 14 of 16 Thomas M. Hellman, Ph.D. Vice President, Environmental Affairs, Occupational Health and Safety, Corporate Staff E. Lynn Johnson Senior Vice President, Corporate Staff George P. Kooluris Senior Vice President, Corporate Development, Corporate Staff Margaret E. Maruschak Vice President, Issues Management, Corporate Staff John L. McGoldrick General Counsel and Senior Vice President, Corporate Staff Michael F. Mee Chief Financial Officer and Senior Vice President, Corporate Staff Leon E. Rosenberg, M.D. President, Bristol-Myers Squibb Pharmaceutical Research Institute Stephen I. Sadove President, Worldwide Clairol Frederick S. Schiff Controller and Vice President, Corporate Staff Eileen S. Silvers Vice President, Taxes, Corporate Staff John L. Skule Vice President, Public Affairs, Corporate Staff Joseph G. Solari, Jr. President, ConvaTec and President, Bristol- Myers Squibb Medical Products Group Charles G. Tharp, Ph.D. Senior Vice President, Human Resources, Corporate Staff Richard L. Thompson Vice President, Government Affairs, Corporate Staff Joachim H. von Roy President, Bristol-Myers Squibb Pharmaceuticals - Europe Kenneth E. Weg Executive Vice President and Director, President, Bristol-Myers Squibb Pharmaceutical Group CUSIP No. 771497104 Page 15 of 16 SCHEDULE B Shares of Common Stock Owned None. Transactions in Shares of Common Stock during the Last 60 Days None. CUSIP No. 771497104 Page 16 of 16 EXHIBIT INDEX Exhibit Number Document - -------- -------- 1 Convertible Loan Agreement, dated as of August 11, 1995, by and between E.R. Squibb & Sons, Inc. (through its ConvaTec division) and Rochester Medical Corporation. (Incorporated by reference to Exhibit 4.11 to Rochester Medical Corporation's Quarterly Report on Form 10- QSB for the quarter ended June 30, 1995.) 2 Security Agreement, dated as of August 11, 1995, by and between Rochester Medical Corporation and E.R. Squibb & Sons, Inc. (through its ConvaTec division). (Incorporated by reference to Exhibit 10.23 to Rochester Medical Corporation's Quarterly Report on Form 10-QSB for the quarter ended June 30, 1995.) 3 Distribution and Co-Development Agreement, dated as of August 11, 1995, by and between E.R. Squibb & Sons, Inc. (through its ConvaTec division) and Rochester Medical Corporation. (Incorporated by reference to Exhibit 10.22 to Rochester Medical Corporation's Quarterly Report on Form 10-QSB for the quarter ended June 30, 1995.) -----END PRIVACY-ENHANCED MESSAGE-----