S-3 1 FORM S-3 As filed with the Securities and Exchange Commission on March 24, 1995 Registration No.33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________ RHONE-POULENC RORER INC. (Exact name of registrant as specified in its charter) PENNSYLVANIA 23-1699163 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 500 ARCOLA ROAD COLLEGEVILLE, PENNSYLVANIA 19426-0107 (610) 454-8000 (Address, including zip code, and telephone number,including area code, of registrant's principal executive offices) RICHARD T. COLLIER SENIOR VICE PRESIDENT AND GENERAL COUNSEL RHONE-POULENC RORER INC. 500 ARCOLA ROAD COLLEGEVILLE, PENNSYLVANIA 19426-0107 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy of all communications to: James W. Jennings Morgan, Lewis & Bockius 2000 One Logan Square Philadelphia, PA 19103-6993 (215) 963-5276 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] CALCULATION OF REGISTRATION FEE
==================================================================================================================== TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED PROPOSED MAXIMUM AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED MAXIMUM OFFERING AGGREGATE OFFERING PRICE REGISTRATION FEE PRICE PER UNIT (1) -------------------------------------------------------------------------------------------------------------------- Common shares without par value (stated value 78,130 $42.25 $3,300,992.50 $1,138.27 $1.00 per share) ====================================================================================================================
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the registration fee, based upon the average of the high and low prices at which common shares of the Company were reported on the New York Stock Exchange on March 21, 1995. ____________________________ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. PROSPECTUS 78,130 Common Shares without par value (stated value $1.00 per share) RHONE-POULENC RORER INC. _________________________ Up to 78,130 common shares (the "Shares"), without par value (stated value $1.00 per share) of Rhone-Poulenc Rorer Inc. (the "Company") are being offered on behalf of a selling shareholder named herein (the "Selling Shareholder"). The Company will not receive any of the proceeds from the sale of the Shares. The Company will bear the costs of the offering. The Company has been advised that the Selling Shareholder expects to offer the Shares for sale on the New York Stock Exchange (the "NYSE") through brokers and dealers to be selected by it and at prices and on terms then prevailing or in privately negotiated transactions or otherwise. The Selling Shareholder and the brokers and dealers through whom sales of the Shares are made may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and their commissions or discounts and other compensation may be regarded as underwriters' compensation. The Company's common shares are listed and traded on the NYSE under the symbol "RPR," and are traded, unlisted, on the Philadelphia, Boston, Pacific and Midwest Stock Exchanges. On March 21, 1995, the last reported closing price of the Company's common shares on the NYSE was $42.25 per share. _________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _________________ The date of this Prospectus is No dealer, salesman or any other person has been authorized to give any information or to make any representations, other than those contained in this Prospectus, in connection with the offering contained herein, and, if given or made, such information and representations must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Company since the date hereof. AVAILABLE INFORMATION This Prospectus, which constitutes a part of a Registration Statement on Form S-3 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act, omits certain of the information set forth in the Registration Statement. Reference is hereby made to the Registration Statement and to the exhibits thereto for further information with respect to the Company and the securities offered hereby. Copies of the Registration Statement and the exhibits thereto are on file at the offices of the Commission and may be obtained upon payment of the prescribed fee or may be examined without charge at the public reference facilities of the Commission described below. Statements contained herein concerning the provisions of documents are necessarily summaries of such documents, and each statement is qualified in its entirety by references to the copy of the applicable document filed with the Commission. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information can be inspected and copied at the public reference facility maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices located at Seven World Trade, New York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained in person from the Public Reference Section of the Commission at its principal office located at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents or portions of documents filed by the Company with the Commission are incorporated by reference in this Prospectus: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 which contains or incorporates by reference certified financial statements and financial statement schedules for the Company's latest fiscal year, as amended. (b) All other reports filed pursuant to Section 13 or 15(d) of the Exchange Act since the end of the Company's fiscal year ended December 31, 1994. (c) The description of the Company's common shares which is contained in a registration statement filed under the Exchange Act, including any amendment or reports filed for the purpose of updating such description. All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be -2- deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. The Company will provide a copy of any or all of such documents (exclusive of exhibits unless such exhibits are specifically incorporated by reference therein), without charge, to each person to whom this Prospectus is delivered upon written or oral request to Rhone-Poulenc Rorer, 500 Arcola Road, Collegeville, Pennsylvania 19426-0107, telephone number (610) 454-8000, Attn: Investor Relations. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. -3- THE COMPANY Rhone-Poulenc Rorer Inc., a Pennsylvania corporation (the "Company"), has its principal executive offices at 500 Arcola Road, Collegeville, Pennsylvania 19426-0107, and its telephone number is (610) 454- 8000. SELLING SHAREHOLDER All of the Shares being offered hereby are owned by Davenport Plasma Center Inc., an Iowa corporation (the "Selling Shareholder"), which is located at 202 General Gardner Avenue, Lafayette, Louisiana 70501. As of the date of this Prospectus, the Selling Shareholder beneficially owned 78,130 common shares of the Company, which constitutes less than 1% of the outstanding common shares of the Company. After the sale of all of the Shares offered hereby, the Selling Shareholder will not own any common shares of the Company. The Shares are being registered to permit public secondary trading of the Shares, and the Selling Shareholder may offer the Shares for resale from time to time. See "Plan of Distribution." The Shares being offered by the Selling Shareholder were acquired from the Company in a private transaction on September 7, 1994 in connection with the purchase by the Company of certain assets of the Selling Shareholder. The Company has filed with the Commission, under the Act, a Registration Statement on Form S-3, of which this Prospectus forms a part, with respect to the resale of the Shares from time to time on the NYSE or in privately-negotiated transactions and has agreed to prepare and file such amendments and supplements to the Registration Statement as may be necessary to keep the Registration Statement effective until the Shares are no longer required to be registered for the sale thereof by the Selling Shareholder. PLAN OF DISTRIBUTION The Shares offered hereby by the Selling Shareholder may be sold from time to time by the Selling Shareholder, or by pledgees, donees, transferees or other successors in interest. Such sales may be made on the NYSE or otherwise at prices and at terms then prevailing or at prices related to the then-current market price, or in negotiated transactions. The Shares may be sold by one or more of the following methods, without limitation: (a) a block trade in which the broker-dealer so engaged will attempt to sell the Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this Prospectus; (c) ordinary brokerage transactions and transactions in which the broker solicits purchasers; and (d) face-to-face transactions between the Selling Shareholder and purchasers without a broker-dealer. In effecting sales, brokers or dealers engaged by the Selling Shareholder may arrange for other brokers or dealers to participate. Such brokers or dealers may receive commissions or discounts from the Selling Shareholder in amounts to be negotiated immediately prior to the sale. Such brokers or dealers and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act, in connection with such sales. In addition, any securities covered by this Prospectus that qualify for sale pursuant to Rule 144 might be sold under Rule 144 rather than pursuant to this Prospectus. Upon the Company being notified by the Selling Shareholder that a material arrangement has been entered into with a broker or dealer for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplemented Prospectus will be filed, if required, pursuant to Rule 424(c) under the Securities Act, disclosing (a) the name of each such broker-dealer, (b) the number of shares involved, (c) the price at which such shares were sold, (d) the -4- commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (e) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this Prospectus, as supplemented, and (f) other facts material to the transaction. The Company is bearing all costs relating to the registration of the Shares (other than fees and expenses, if any, of counsel or other advisers to the Selling Shareholder). Any commissions, discounts or other fees payable to broker-dealers in connection with any sale of the Shares will be borne by the Selling Shareholder selling such Shares. The Company and the Selling Shareholder have entered into an agreement whereby the Selling Shareholder has advised the Company that during such times the Selling Shareholder may be deemed to be engaged in a distribution of the common shares, and therefore an "underwriter" under the Securities Act, such Selling Shareholder will comply with the applicable rules under the Exchange Act. LEGAL OPINION The validity of the common shares offered hereby will be passed upon for the Company by Richard B. Young, Vice President and Secretary of the Company. EXPERTS The audited consolidated financial statements and financial statement schedules of the Company incorporated in this Prospectus by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 have been incorporated by reference herein in reliance on the report, which includes an explanatory paragraph regarding the change in accounting for income taxes in 1992, of Coopers & Lybrand, L.L.P., independent accountants, given on the authority of that firm as experts in auditing and accounting. MATERIAL CHANGES There have been no material changes affecting the Company and its affairs since the latest annual report to shareholders of the Company which have not been described in a report filed under the Exchange Act. -5- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ___________________ Item 14. Other Expenses of Issuance and Distribution.* ------------------------------------------------------ Securities and Exchange Commission Registration Fee...................................... $ 1,138.27 Printing expenses............................................................................ 3,000.00 ** Accountants' fees............................................................................ 5,000.00 ** Legal fees................................................................................... 5,000.00 ** Miscellaneous................................................................................ 500.00 -------- Total................................................................................. $ 14,638.27
____________ * No portion of these expenses will be borne by the Selling Shareholder. ** Estimated amount. Item 15. Indemnification of Directors and Officers. --------------------------------------------------- Sections 1741 et seq. of the Pennsylvania Business Corporation Law of 1988 (the "PBCL") provide that a business corporation may indemnify directors and officers against liabilities they may incur in such capacities provided certain standards are met, including good faith and the reasonable belief that the particular action is in, or not opposed to, the best interests of the corporation. In general, this power to indemnify does not exist in the case of actions against a director or officer by or in the right of the corporation if the person entitled to indemnification shall have been adjudged to be liable unless a court determines upon application that the person is fairly and reasonably entitled to indemnification despite the adjudication of liability. However, Section 1746 of the PBCL provides that the other sections of the law are not exclusive and that further indemnification may be provided by by-law, agreement or otherwise except where the act or failure to act giving rise to a claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. The corporation is required to indemnify directors and officers against expenses they may incur in defending actions against themselves as such directors or officers if they are successful on the merits or otherwise in defense of such actions. The shareholders of the Company have approved sections of the Company's By-laws to indemnify the directors and officers of the Company to the fullest extent permitted by law. The Company maintains, on behalf of its directors and officers, insurance protection against certain liabilities arising out of the discharge of their duties, as well as insurance covering the Company for indemnification payments made to its directors and officers for certain liabilities. II-1 Item 16. List of Exhibits. --------------------------
Exhibit No. Exhibit ------- ------- 5.1 Opinion of Richard B. Young as to legality of securities to be issued. 23.1 Consent of Coopers & Lybrand, L.L.P. 23.2 Consent of Richard B. Young (included in the opinion filed as Exhibit 5.1). 24.1 Powers of Attorney.
II-2 Item 17. Undertakings. ---------------------- The undersigned registrant hereby undertakes: (1) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (2) To deliver or cause to be delivered with the prospectus to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus, to provide such interim financial information; (3) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (a) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (b) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (c) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (3)(a) and (3)(b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (4) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (5) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and (6) If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Rule 3-19 of Regulation S-X at the start of any delayed offering or throughout a continuous offering. II-3 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Collegeville, Commonwealth of Pennsylvania on the 24th day of March, 1995. RHONE-POULENC RORER INC. By: /s/ Robert E. Cawthorn ----------------------------------------- Robert E. Cawthorn Chairman and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE -------------------------------------------------------------------------------- /s/ Robert E. Cawthorn Chairman, Chief Executive March 24, 1995 --------------------------- Robert E. Cawthorn Officer and Director /s/ Patrick Langlois Senior Vice President and Chief March 24, 1995 --------------------------- Patrick Langlois Financial Officer (Chief Accounting Officer) Director --------------------------- Jean-Jacques Bertrand * Director March 24, 1995 --------------------------- Jean-Marc Bruel * Director, President and Chief March 24, 1995 --------------------------- Michel de Rosen Operating Officer Director --------------------------- Charles-Henri Filippi * Director March 24, 1995 --------------------------- Claude Helene Director --------------------------- Michael H. Jordan * Director, Senior Vice March 24, 1995 --------------------------- Manfred E. Karobath, MD President, Research and Development Director --------------------------- Igor Landau * Director March 24, 1995 --------------------------- Peter J. Neff Director --------------------------- James S. Riepe * Director March 24, 1995 --------------------------- Edward J. Stemmler, MD * Director March 24, 1995 --------------------------- Jean-Pierre Tirouflet * By his signature set forth below, Richard B. Young, pursuant to duly authorized powers of attorney filed with the Securities and Exchange Commission, has signed this report on behalf of the persons whose signatures are printed above, in the capacities set forth opposite their respective names. /s/ Richard B. Young Vice President & Secretary ---------------------------------- Richard B. Young (Attorney-in-fact) Date: March 24, 1995 EXHIBIT INDEX
Exhibit No. Exhibit Page No. ------- ------- -------- 5.1 Opinion of Richard B. Young as to legality of securities to be issued. 23.1 Consent of Coopers & Lybrand, L.L.P. 23.2 Consent of Richard B. Young (included in the opinion filed as Exhibit 5.1). 24.1 Powers of Attorney.
II-7 EX-5.1 2 OPINION OF RICHARD YOUNG Exhibit 5.1 [LOGO OF RHONE-POULENC RORER INC. APPEARS HERE] [LETTERHEAD OF RHONE-POULENC RORER INC. APPEARS HERE] March 23, 1995 Rhone-Poulenc Rorer Inc. 500 Arcola Road P.O. Box 1200 Collegeville, PA 19426-0107 Re: Registration Statement on Form S-3 for Rhone-Poulenc Rorer Inc. ---------------------------------- Ladies and Gentlemen: I am Deputy General Counsel of Rhone-Poulenc Rorer Inc., a Pennsylvania corporation (the "Company"), and have participated in the preparation of a registration statement on Form S-3 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the offering of up to 78,130 of the Company's common shares, without par value (the "Common Shares"), all of which shares are owned by Davenport Plasma Center Inc. (the "Selling Shareholder"). I have examined such records, documents, statutes and decisions as I have deemed relevant in rendering this opinion. In my examination I have assumed the genuineness of documents submitted to me as originals and the conformity with the original of all documents submitted to me as copies thereof. In my opinion, the Common Shares to be sold by the Selling Shareholder are validly issue, fully paid and nonassessable Common Shares. The opinions set forth above are limited to the Business Corporation Law of 1988 of the Commonwealth of Pennsylvania. I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such opinion, I do not thereby admit that I am acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Richard B. Young Richard B. Young EX-23.1 3 CONSENT OF COOPERS & LYBRAND, L.L.P. Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Rhone-Poulenc Rorer Inc. and Subsidiaries on Form S-3 of our report, which includes an explanatory paragraph on the Company's change in its method of accounting for income taxes in 1992, dated January 20, 1995, on our audits of the consolidated financial statements and financial statement schedules of Rhone-Poulenc Rorer Inc. and Subsidiaries as of December 31, 1994 and 1993, and for the years ended December 31, 1994, 1993, and 1992, which report is included in the Annual Report on Form 10-K incorporated by reference into this registration statement. We also consent to the reference to our Firm under the caption "Experts". COOPERS & LYBRAND, L.L.P. Philadelphia, Pennsylvania March 23, 1995 EX-24.1 4 POWERS OF ATTORNEYS Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Rhone-Poulenc Rorer Inc. whose signature appears below constitutes and appoints Richard T. Collier, Patrick Langlois and Richard B. Young, and each of them severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-3 to be prepared in connection with a public offering of Common Shares of Rhone-Poulenc Rorer Inc. owned by Davenport Plasma Center Inc., and any exhibits thereto, and where appropriate to affix the corporate seal of said corporation thereto and attest said seal, and to sign any and all amendments (including post-effective amendments) to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in- fact and agents, and each of them severally, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agents or any of them, of their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th day of January 1995. /s/ Jean-Marc Bruel ------------------------ Jean-Marc Bruel POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Rhone-Poulenc Rorer Inc. whose signature appears below constitutes and appoints Richard T. Collier, Patrick Langlois and Richard B. Young, and each of them severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-3 to be prepared in connection with a public offering of Common Shares of Rhone-Poulenc Rorer Inc. owned by Davenport Plasma Center Inc., and any exhibits thereto, and where appropriate to affix the corporate seal of said corporation thereto and attest said seal, and to sign any and all amendments (including post-effective amendments) to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in- fact and agents, and each of them severally, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agents or any of them, of their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th day of January 1995. /s/ Michel de Rosen ------------------------ Michel de Rosen POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Rhone-Poulenc Rorer Inc. whose signature appears below constitutes and appoints Richard T. Collier, Patrick Langlois and Richard B. Young, and each of them severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-3 to be prepared in connection with a public offering of Common Shares of Rhone-Poulenc Rorer Inc. owned by Davenport Plasma Center Inc., and any exhibits thereto, and where appropriate to affix the corporate seal of said corporation thereto and attest said seal, and to sign any and all amendments (including post-effective amendments) to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in- fact and agents, and each of them severally, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agents or any of them, of their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th day of January 1995. /s/ Claude Helene ------------------------ Claude Helene POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Rhone-Poulenc Rorer Inc. whose signature appears below constitutes and appoints Richard T. Collier, Patrick Langlois and Richard B. Young, and each of them severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-3 to be prepared in connection with a public offering of Common Shares of Rhone-Poulenc Rorer Inc. owned by Davenport Plasma Center Inc., and any exhibits thereto, and where appropriate to affix the corporate seal of said corporation thereto and attest said seal, and to sign any and all amendments (including post-effective amendments) to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in- fact and agents, and each of them severally, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agents or any of them, of their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th day of January 1995. /s/ Manfred Karobath ------------------------ Manfred Karobath POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Rhone-Poulenc Rorer Inc. whose signature appears below constitutes and appoints Richard T. Collier, Patrick Langlois and Richard B. Young, and each of them severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-3 to be prepared in connection with a public offering of Common Shares of Rhone-Poulenc Rorer Inc. owned by Davenport Plasma Center Inc., and any exhibits thereto, and where appropriate to affix the corporate seal of said corporation thereto and attest said seal, and to sign any and all amendments (including post-effective amendments) to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in- fact and agents, and each of them severally, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agents or any of them, of their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th day of January 1995. /s/ Peter J. Neff ------------------------ Peter J. Neff POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Rhone-Poulenc Rorer Inc. whose signature appears below constitutes and appoints Richard T. Collier, Patrick Langlois and Richard B. Young, and each of them severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-3 to be prepared in connection with a public offering of Common Shares of Rhone-Poulenc Rorer Inc. owned by Davenport Plasma Center Inc., and any exhibits thereto, and where appropriate to affix the corporate seal of said corporation thereto and attest said seal, and to sign any and all amendments (including post-effective amendments) to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in- fact and agents, and each of them severally, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agents or any of them, of their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th day of January 1995. /s/ Edward J. Stemmler ------------------------ Edward J. Stemmler POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of Rhone-Poulenc Rorer Inc. whose signature appears below constitutes and appoints Richard T. Collier, Patrick Langlois and Richard B. Young, and each of them severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-3 to be prepared in connection with a public offering of Common Shares of Rhone-Poulenc Rorer Inc. owned by Davenport Plasma Center Inc., and any exhibits thereto, and where appropriate to affix the corporate seal of said corporation thereto and attest said seal, and to sign any and all amendments (including post-effective amendments) to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in- fact and agents, and each of them severally, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agents or any of them, of their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th day of January 1995. /s/ Jean-Pierre Tirouflet ---------------------------- Jean-Pierre Tirouflet