-----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, Dqyx0czbNDO094fskieeGB3kf2CnKVNG1HwAjRXLcjkLndYlB20pt1vMUx6gWn5B loEqKLCUkfc8Ag+IvkvCsQ== 0000940180-97-000729.txt : 19970821 0000940180-97-000729.hdr.sgml : 19970821 ACCESSION NUMBER: 0000940180-97-000729 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970820 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RHONE POULENC RORER INC CENTRAL INDEX KEY: 0000217028 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 231699163 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-11847 FILM NUMBER: 97666840 BUSINESS ADDRESS: STREET 1: 500 ARCOLA RD STREET 2: P O BOX 1200 M/S 5B14 CITY: COLLEGEVILLE STATE: PA ZIP: 19426-0107 BUSINESS PHONE: 6104548000 FORMER COMPANY: FORMER CONFORMED NAME: RORER GROUP INC DATE OF NAME CHANGE: 19900731 FORMER COMPANY: FORMER CONFORMED NAME: RORER AMCHEM INC DATE OF NAME CHANGE: 19770604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RHONE POULENC S A CENTRAL INDEX KEY: 0000807198 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 25 QUAI PAUL DOUMER STREET 2: 92408 COURBEVOIE CEDEX CITY: FRANCE STATE: I0 BUSINESS PHONE: 33147681234 MAIL ADDRESS: STREET 1: 25 QUAI PAUL DOUMER STREET 2: 92408 COURBEVOIE CEDEX CITY: FRANCE STATE: I0 SC 13D 1 SCHEDULE 13D - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 9) ---------------- RHONE-POULENC RORER INC. (NAME OF ISSUER) ---------------- COMMON SHARES, WITHOUT PAR VALUE (TITLE OF CLASS OF SECURITIES) ---------------- 76242T 10 4 (CUSIP NUMBER) ---------------- YVES BRISSY RHONE-POULENC S.A. 25, QUAI PAUL DOUMER 92408 COURBEVOIE CEDEX, FRANCE (331) 47-68-12-34 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) ---------------- COPIES OF ALL NOTICES SHOULD BE SENT TO: HUBERTUS V. SULKOWSKI, ESQ. SHEARMAN & STERLING 114, AVENUE DES CHAMPS-ELYSEES 75008 PARIS, FRANCE (331) 53-89-70-00 AUGUST 20, 1997 (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, and is filing this statement because of Rule 13d-1(b) (3) or (4), check the following box: [_] Check the following box if a fee is being paid with this statement: [_] - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CUSIP NO. 76242T 10 4 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Rhone-Poulenc S.A. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See (a) [_] Instructions) (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Sources of Funds (See Instructions) - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship of Place of Organization France - -------------------------------------------------------------------------------- NUMBER OF 7. Sole Voting Power 97,163,370 SHARES BENEFICIALLY ------------------------------------------------------------------- OWNED BY 8. Shared Voting Power EACH REPORTING ------------------------------------------------------------------- PERSON 9. Sole Dispositive Power 97,163,370 WITH ------------------------------------------------------------------- 10. Shared Dispositive power ------------------------------------------------------------------- 11. Aggregate Amount beneficially owned by each Reporting Person 97,163,370 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in row (11) excludes certain Shares(See Instructions) [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 68.1% based upon a total of 142,697,902 Shares outstanding for voting purposes as of July 31, 1997 (including 137,518,080 Shares outstanding, 5,169,412 Shares in Rhone-Poulenc Rorer Inc.'s Employee Benefits Trust and 10,410 Shares held in Rhone-Poulenc Rorer Inc.'s treasury, according to Rhone-Poulenc's records). - -------------------------------------------------------------------------------- 14 Type of Reporting Person CO - -------------------------------------------------------------------------------- 1 This Amendment No. 9 amends the Statement on Schedule 13D (the "Statement on Schedule 13D") filed by Rhone-Poulenc S.A., a French societe anonyme ("RPSA"), with the Securities and Exchange Commission and is filed to reflect information required pursuant to Rule 13d-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, relating to shares of common stock, without par value, of Rhone-Poulenc Rorer Inc., a Pennsylvania corporation ("RPR" or the "Issuer"). Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed thereto in the Statement on Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Statement on Schedule 13D is hereby amended by adding the following: On August 20, 1997, RPSA issued a press release (the "August Release"), announcing its decision to increase its ownership of RPR to 100% by launching a cash tender offer for the Shares that it does not already own (approximately 31.9%) at a price of $97.00 per share for a total cost of approximately FF 27 Billion. The offer is conditional on enough shares being tendered such that RPSA would own, following the closing of the tender offer, at least 90 percent of the Shares. The RPR Board, upon the unanimous recommendation of the Special Committee, has given its approval to the offer proposed by RPSA. The August Release stated that the offer will commence within five business days and that the terms and conditions of the tender offer will at that time be made public in the United States by a filing with the SEC, in France by the publication of a notice issued by the Societe des Bourses Francaises (SBF) and in both countries through an announcement in the press. A copy of the August Release is attached as an exhibit hereto and is incorporated herein by reference. The above summary is qualified in its entirety by reference to the August Release. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. Item 5 of the Statement of Schedule 13D is hereby amended by adding the following: (a) As of the date of this filing, RPSA was the owner of 97,163,370 Shares, constituting approximately 68.1% of the outstanding Shares (based upon 142,697,902 Shares outstanding as calculated above). The following table shows the number of shares beneficially owned by the directors and executive officers of RPSA as of the date of this filing and the nature of such beneficial ownership.
NUMBER OF SHARES SUBJECT TO NUMBER OF SHARES EXERCISABLE OPTIONS BENEFICIAL OWNER OWNED DIRECTLY ISSUED BY RPR ---------------- ---------------- ------------------- Philippe Desmarescaux.................... 2,863 0 Antoine Jeancourt-Galignani (representative of Assurances Generales de France).............................. 210 0 Igor Landau.............................. 200 20,000 Michel de Rosen.......................... 8,629 106,814 Societe Generale (represented by Marc Vienot)................................. 2,000 0 S.G. Equities International, subsidiary of Societe Generale..................... 5,000 0 Jean-Pierre Tirouflet.................... 0 20,000
In addition, certain directors and executive officers of RPSA (6 persons in all) have the right to acquire options to purchase from RPSA up to an aggregate of 628,500 currently issued and outstanding Shares. (b) RPSA has the sole power to vote and dispose of 97,163,370 Shares. Each of the directors and executive officers of RPSA listed in paragraph (a) above has the sole power to vote and dispose of the numbers of Shares set forth opposite his name in paragraph (a) above. 2 RPSA has the sole power to vote the 628,500 Shares underlying the rights to acquire options to purchase Shares discussed in paragraph (a) above. The directors and executive officers holding such rights have the sole power to dispose of such rights. (c) In addition to transactions listed in its filing on June 26, 1997 of Amendment No. 7 to the Statement on Schedule 13D and its filing on July 2, 1997 of Amendment No. 8 to the Statement on Schedule 13D, RPSA has effected the following transactions in Shares during the past 60 days:
AMOUNT DATE OF SHARES PRICE PER SHARE PLACE OF TRADE TYPE OF TRADE ---- --------- --------------- -------------- -------------------- July 15, 1997.... 6,000 32.125 Private Sale Sale pursuant to option exercise In addition to transactions listed in RPSA's filing on July 2, 1997 of Amendment No. 8 to the Statement on Schedule 13D, BNP Arbitrage, an affiliate of the Banque Nationale de Paris, a director of RPSA, has effected the following transactions in shares of RPR during the past 60 days: AMOUNT DATE OF SHARES PRICE PER SHARE PLACE OF TRADE TYPE OF TRADE ---- --------- --------------- -------------- -------------------- June 27, 1997.... 500 $ 91.38 NYSE Open Market purchase June 27, 1997.... 1,000 $ 91.06 NYSE Open Market sale June 30, 1997.... 1,000 $ 90.81 NYSE Open Market purchase June 30, 1997.... 1,000 $ 90.81 NYSE Open Market sale July 1, 1997..... 1,000 $ 91.19 NYSE Open Market purchase July 2, 1997..... 600 $ 92.00 NYSE Open Market purchase July 2, 1997..... 1,000 $ 92.13 NYSE Open Market sale July 3, 1997..... 1,000 $ 92.25 NYSE Open Market purchase July 3, 1997..... 1,400 $ 93.00 NYSE Open Market sale July 3, 1997..... 200 $ 92.50 NYSE Open Market sale July 7, 1997..... 2,300 $ 93.25 NYSE Open Market purchase July 7, 1997..... 400 $ 93.33 NYSE Open Market sale July 7, 1997..... 100 $ 93.23 NYSE Open Market sale July 7, 1997..... 1,000 $ 93.00 NYSE Open Market sale July 8, 1997..... 1,000 $ 93.38 NYSE Open Market purchase July 9, 1997..... 1,000 $ 93.63 NYSE Open Market sale July 9, 1997..... 300 $ 93.63 NYSE Open Market sale July 9, 1997..... 500 $ 93.63 NYSE Open Market sale July 10, 1997.... 1,600 $ 93.69 NYSE Open Market purchase July 10, 1997.... 1,100 $ 93.75 NYSE Open Market sale July 10, 1997.... 500 $ 93.69 NYSE Open Market sale July 15, 1997.... 500 $ 93.44 NYSE Open Market purchase July 17, 1997.... 500 $ 93.44 NYSE Open Market sale July 18, 1997.... 400 $ 92.75 NYSE Open Market purchase July 18, 1997.... 400 $ 92.75 NYSE Open Market purchase July 18, 1997.... 300 $ 92.75 NYSE Open Market sale July 18, 1997.... 500 $ 92.75 NYSE Open Market sale July 24, 1997.... 2,000 $ 93.31 NYSE Open Market purchase July 25, 1997.... 200 $ 93.38 NYSE Open Market sale July 25, 1997.... 500 $ 93.38 NYSE Open Market sale July 25, 1997.... 1,000 $ 93.44 NYSE Open Market sale July 28, 1997.... 300 $ 93.56 NYSE Open Market sale July 30, 1997.... 1,000 $ 94.38 NYSE Open Market purchase July 30, 1997.... 300 $ 94.38 NYSE Open Market sale July 30, 1997.... 700 $ 94.00 NYSE Open Market sale
3 ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Item 7 of the Statement of Schedule 13D is hereby amended by adding the following exhibit:
EXHIBIT NO. DESCRIPTION ----------- ----------- 7. Press release, dated August 20, 1997
4 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. Rhone-Poulenc S.A. By /s/ Patrick Langlois ----------------------------------- Name: Patrick Langlois Title: Chief Financial Officer Dated: August 20, 1997 5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- 7. Press release, dated August 20, 1997.
EX-99.A 2 PRESS RELEASE EXHIBIT 7 LAUNCH OF TENDER OFFER BY RHONE-POULENC FOR SHARES OF RHONE-POULENC RORER: AGREEMENT REACHED ON $97 PER SHARE (Paris, August 20, 1997) -- Rhone-Poulenc (NYSE: RP) announced today its decision to increase its ownership of Rhone-Poulenc Rorer Inc. (NYSE: RPR) to 100% by launching a cash tender offer for RPR common stock that it does not already own at a price of $97 per share. The transaction amounts to approximately FF 27 billion. Rhone-Poulenc Rorer's board of directors, having received a unanimous recommendation from the Special Committee composed of its independent board members, has given its approval, to the offer proposed by Rhone-Poulenc. A definitive agreement was signed between the two companies yesterday evening. It stipulates that shares not acquired in the offer will be acquired in a second step merger at the same price. The offer will commence within the next five business days, the maximum amount of time permitted under Securities and Exchange Commission (SEC) regulations. The terms and conditions of the tender offer will at that time be made public in the United States by a filing with the SEC, in France by the publication of a notice issued by the Societe des Bourses Francaises (SBF) and in both countries through an announcement in the press. The offer is conditional on enough shares being tendered such that Rhone- Poulenc would own, following the closing of the tender offer, at least 90 percent of Rhone-Poulenc Rorer's outstanding shares. Rhone-Poulenc currently owns 68.1 percent of Rhone-Poulenc Rorer's Shares. Recalling that this decision is in keeping with the two major initiatives announced on June 26, 1997, (increasing its ownership of Rhone-Poulenc Rorer to 100 percent and combining the chemicals/fibers businesses within one company which would be listed in 1998) Jean-Rene Fourtou, Chairman and Chief Executive Officer of Rhone-Poulenc said: "This is an important step in our plan to reinforce our position in life sciences. We are offering an attractive price to Rhone-Poulenc Rorer's minority shareholders, and we look forward to completing the transaction quickly." Rhone-Poulenc Rorer is a global pharmaceuticals company dedicated to improving human health. The Company has sales of $5.4 billion and invested $882 million in research and development in 1996. Rhone-Poulenc is one of the world's leading life sciences and specialty chemicals companies. Through its innovative products, Rhone-Poulenc contributes to the improvement of human, animal and plant health and to the quality and safety of products used in industry and daily life. In 1996, the Group recorded sales of FF 86 billion ($16 billion). -----END PRIVACY-ENHANCED MESSAGE-----