-----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, Sxrif9WfrxGuia3gSz+NUKlkmGRNVd5g7GYFR0a2Pi1DWlYR325xloGo50cIA0uP pgVgefNaWv2ITNYK7mex9Q== 0000893750-99-000079.txt : 19990212 0000893750-99-000079.hdr.sgml : 19990212 ACCESSION NUMBER: 0000893750-99-000079 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEEBLER FOODS CO CENTRAL INDEX KEY: 0001018848 STANDARD INDUSTRIAL CLASSIFICATION: COOKIES & CRACKERS [2052] IRS NUMBER: 363839556 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-55437 FILM NUMBER: 99530756 BUSINESS ADDRESS: STREET 1: 677 LARCH AVE CITY: ELMHURST STATE: IL ZIP: 60126 BUSINESS PHONE: 6308332900 FORMER COMPANY: FORMER CONFORMED NAME: KEEBLER CORP DATE OF NAME CHANGE: 19960715 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARTAL LUXEMBOURG S A CENTRAL INDEX KEY: 0001053905 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 105 GRAND RUE CITY: LUXEMBOURG L1661 MAIL ADDRESS: STREET 1: 105 GRAND RUE CITY: LUXUEMBOURG L1661 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ) Keebler Foods Company (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 487256 10 9 (CUSIP Number) January 28, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) / / Rule 13d-1(c) /X/ Rule 13d-1(d) 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 the disclosures provided in a prior cover page. The information required in 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 ("Act") 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). CUSIP No. 487256 10 9 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person: Artal Group S.A. 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b) 3) SEC Use Only 4) Citizenship or Place of Organization: Luxembourg Number of Shares Beneficially Owned by Each Reporting Person With 5) Sole Voting Power: 0 6) Shared Voting Power: 17,228,729 7) Sole Dispositive Power: 0 8) Shared Dispositive Power: 17,228,729 9) Aggregate Amount Beneficially Owned by Each Reporting Person: 17,228,729 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): 11) Percent of Class Represented by Amount in Row (9): 20.5% 12) Type of Reporting Person (See Instructions): CO (Page 2 of 9 Pages) CUSIP No. 487256 10 9 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Persons: Artal Luxembourg S.A. 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b) 3) SEC Use Only 4) Citizenship or Place of Organization: Luxembourg Number of Shares Beneficially Owned by Each Reporting Person With 5) Sole Voting Power: 17,228,729 6) Shared Voting Power: 0 7) Sole Dispositive Power: 17,228,729 8) Shared Dispositive Power: 0 9) Aggregate Amount Beneficially Owned by Each Reporting Person: 17,228,729 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): 11) Percent of Class Represented by Amount in Row (9): 20.5% 12) Type of Reporting Person (See Instructions): CO (Page 3 of 9 Pages) SCHEDULE 13G Item 1(a) Name of Issuer: Keebler Foods Company Item 1(b) Address of Issuer's Principal Executive Offices: 677 Larch Avenue Elmhurst, Illinois 60126 Item 2(a) Name of Person Filing: Artal Group S.A. Artal Luxembourg S.A. Item 2(b) Address of Principal Business Office or, if None, Residence: 105, Grand-Rue L-1661 Luxembourg Luxembourg Item 2(c) Citizenship: Artal Group S.A. - Luxembourg Artal Luxembourg S.A. - Luxembourg Item 2(d) Title of Class of Securities: Common Stock, par value $.01 per share Item 2(e) CUSIP Number: 487256 10 9 Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) / / Broker or dealer registered under Section 15 of the Exchange Act. (b) / / Bank as defined in section 3(a)(6) of the Exchange Act. (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act. (Page 4 of 9 Pages) (d) / / Investment company registered under Section 8 of the Investment Company Act. (e) / / An investment adviser in accordance with Rule 13d- 1(b)(1)(ii)(E); (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J); If this statement is filed pursuant to Rule 13d-1(c), check this box. / / Not applicable Item 4. Ownership (a) Amount Beneficially Owned As of December 31, 1998, Artal Luxembourg S.A. was the record owner of 17,228,729 shares of the identified class of securities. As the parent entity of Artal Luxembourg S.A., Artal Group S.A. may be deemed, for purposes of the Securities Exchange Act of 1934, as amended (the "Act"), to be the beneficial owner of shares of the identified class of securities held of record by Artal Luxembourg S.A., but it disclaims beneficial ownership of such securities. On January 26, 1999, Artal Luxembourg S.A. sold 15,654,500 shares of the identified class of securities in a registered public offering. As of the date hereof, Artal Luxembourg S.A. owns 1,574,229 shares (or 1.9%) of the identified class of securities. (b) Percent of Class See Item 11 of each cover page (c) Number of shares as to which such person has: (Page 5 of 9 Pages) (i) sole power to vote or to direct the vote See Item 5 of each cover page (ii) shared power to vote or to direct the vote See Item 6 of each cover page (iii) sole power to dispose or to direct the disposition of See Item 7 of each cover page (iv) shared power to dispose or to direct the disposition of See Item 8 of each cover page Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following / /. See Item 4. (Page 6 of 9 Pages) Item 6. Ownership of More than Five Percent on Behalf of Another Person. See Item 4. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. Not applicable. (Page 7 of 9 Pages) SIGNATURES 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. ARTAL GROUP S.A. By: /s/ Paul Kohler ----------------------- Name: Paul Kohler Title: February 11, 1999 (Page 8 of 9 Pages) SIGNATURES 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. ARTAL LUXEMBOURG S.A. By: /s/ Paul Kohler ------------------------- Name: Paul Kohler Title: February 11, 1999 (Page 9 of 9 Pages) EXHIBIT Exhibit 1 - Joint Filing Agreement (Page 10 of 9 Pages) Exhibit 1 JOINT FILING AGREEMENT We, the signatories of the statement on Schedule 13G to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, field on behalf of each of us. ARTAL GROUP S.A. By: /s/ Paul Kohler --------------------- Name: Paul Kohler Title: ARTAL LUXEMBOURG S.A. By: /s/ Paul Kohler --------------------- Name: Paul Kohler Title: -----END PRIVACY-ENHANCED MESSAGE-----