SC 14D1/A

 
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
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                                SCHEDULE 14D-1
                               (AMENDMENT NO. 4)
              TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
 
                                      AND
 
                                 SCHEDULE 13D*
                              (AMENDMENT NO. 14)
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
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                           RHONE-POULENC RORER INC.
                           (NAME OF SUBJECT COMPANY)
 
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                              RHONE-POULENC S.A.
                                   (BIDDER)
 
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                        COMMON STOCK, WITHOUT PAR VALUE
                        (TITLE OF CLASS OF SECURITIES)
 
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                                  76242T 10 4
                     (CUSIP NUMBER OF CLASS OF SECURITIES)
 
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                                  YVES BRISSY
                              RHONE-POULENC S.A.
                             25, QUAI PAUL DOUMER
                        92408 COURBEVOIE CEDEX, FRANCE
                              011-331-47-68-12-34
 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES
                    AND COMMUNICATIONS ON BEHALF OF BIDDER)
 
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                                WITH COPIES TO:
 
     HUBERTUS V. SULKOWSKI, ESQ.               CREIGHTON O'M. CONDON, ESQ.
         SHEARMAN & STERLING                       SHEARMAN & STERLING
   114, AVENUE DES CHAMPS-ELYSEES                 599 LEXINGTON AVENUE
         75008 PARIS, FRANCE                       NEW YORK, NEW YORK
         011-331-53-89-70-00                         (212) 848-4000
 
                                OCTOBER 2, 1997
 
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* This Statement also constitutes Amendment No. 14 to the Statement on
  Schedule 13D of Rhone-Poulenc S.A. with respect to the Common Stock, without
  par value, of Rhone-Poulenc Rorer Inc. which may be deemed to be
  beneficially owned by Rhone-Poulenc S.A.
 
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  This Amendment No. 4 to the Tender Offer Statement on Schedule 14D-1 and
Amendment No. 14 to the Statement on Schedule 13D (this "Amendment") filed by
Rhone-Poulenc S.A., a societe anonyme organized under the laws of the Republic
of France ("Purchaser") relates to the offer by Purchaser to purchase all of
the issued and outstanding shares (the "Shares") of common stock, without par
value, of Rhone-Poulenc Rorer Inc., a Pennsylvania corporation, at a price of
$97 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated August 22, 1997 (the
"Offer to Purchase") and in the related Letter of Transmittal (which together
constitute the "Offer").
 
ITEM 6. INTEREST IN SECURITIES OF THE ISSUER.
 
  Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows:
 
  Purchaser has effected the following additional transactions in Shares
during the past 60 days:
 


       DATE         AMOUNT OF SHARES PRICE PER SHARE PLACE OF TRADE          TYPE OF TRADE
       ----         ---------------- --------------- --------------          -------------
                                                        
September 8, 1997       132,000           $42.00      Private Sale  Sale pursuant to option exercise
September 8, 1997        96,000           $45.00      Private Sale  Sale pursuant to option exercise
September 8, 1997       106,000           $57.00      Private Sale  Sale pursuant to option exercise
September 16, 1997       11,000           $45.00      Private Sale  Sale pursuant to option exercise
September 19, 1997        4,000           $45.00      Private Sale  Sale pursuant to option exercise
September 22, 1997       12,000           $45.00      Private Sale  Sale pursuant to option exercise
September 23, 1997      129,850          $32.125      Private Sale  Sale pursuant to option exercise
September 23, 1997      334,500           $42.00      Private Sale  Sale pursuant to option exercise
September 23, 1997      612,000           $57.00      Private Sale  Sale pursuant to option exercise
September 23, 1997      626,000           $45.00      Private Sale  Sale pursuant to option exercise

 
  The Offer expired as scheduled at 5:00 p.m., New York City time, on
Wednesday, October 1, 1997. Based on a preliminary count, 46,273,472 Shares
were tendered (of which 1,652,976 had been tendered pursuant to notices of
guaranteed delivery) and accepted for payment, representing approximately
32.3% of the issued and outstanding Shares and approximately 95.9% of the
issued and outstanding shares held by persons other than Purchaser. In
addition to the Shares acquired pursuant to the Offer, Purchaser owns
95,084,020 Shares, representing approximately 66.3% of the issued and
outstanding Shares. As a result, Purchaser owns approximately 98.6% of the
issued and outstanding Shares of the Company. Purchaser intends to cause the
Merger of the Company with and into the Merger Subsidiary by the end of 1997.
Purchaser owns a sufficient number of Shares to enable it to effect the Merger
pursuant to a vote at a meeting of the Company's shareholders. As a result of
the Merger, Purchaser will own 100% of the Company. Shares of the Company that
were not tendered into the Offer will be cancelled and converted automatically
into the right to receive $97.00 per share in cash, subject to dissenters
rights. A press release issued by Purchaser on October 2, 1997 announcing the
expiration of the Offer and the acceptance of validly tendered Shares is
attached hereto as Exhibit (a)(17) and is incorporated herein by reference.
 
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
 
  Item 11 is hereby amended and supplemented by adding the following Exhibit:
 
    (a)(17) Press Release issued by Purchaser on October 2, 1997.
 
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  After due 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.
 
October 2, 1997
 
                                          RHONE-POULENC S.A.
 
                                             
                                          By:/s/ Patrick Langlois
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                                             Name: Patrick Langlois
                                             Title:   Chief Finanacial Officer
 
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                                 EXHIBIT INDEX
 


   EXHIBIT NO. DESCRIPTION
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     (a)(17)   Press Release issued by Purchaser on October 2, 1997.

EX-99.A.17

 
                                                                 EXHIBIT (a)(17)


                   RHONE-POULENC S.A. COMPLETES TENDER OFFER
                         FOR RHONE-POULENC RORER INC.


 
(Paris, October 2, 1997) -- Rhone-Poulenc S.A. (NYSE: RP) announced today that
it has successfully completed its tender offer for all outstanding shares of
Rhone-Poulenc Rorer Inc. (NYSE: RPR). The tender offer expired as scheduled at 
5 p.m., New York City time, on Wednesday, October 1, 1997.

As a result, Rhone-Poulenc now owns approximately 98.6 percent of Rhone-Poulenc 
Rorer's outstanding shares.

Based on a preliminary count, 46,273,472 shares of Rhone-Poulenc Rorer were
tendered and accepted for payment, representing approximately 95.9 percent of
the outstanding shares not held by Rhone-Poulenc. At the time the tender offer
was launched, Rhone-Poulenc owned 68.1 percent of Rhone-Poulenc Rorer's
outstanding shares.

Rhone-Poulenc intends to increase its ownership of Rhone-Poulenc Rorer to 100
percent through a merger of Rhone-Poulenc Rorer with a wholly-owned American
subsidiary of Rhone-Poulenc, formed specifically for this transaction. In
connection with this merger, Rhone-Poulenc Rorer shares which were not tendered
in the offer will be cancelled and converted automatically into the right to
receive $97.00 per share in cash. Rhone-Poulenc expects this merger to be
completed by the end of the year.

Rhone-Poulenc is one of the 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 daily life. The Group recorded sales of FRF86 billion in 1996.


Press contacts:
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Beverley MILES           (33) 1 47 68 09 79
Anne-Laurence de VERDUN  (33) 1 47 68 22 35