-----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, KoJklHJdlGN4wvVrp9jydLI+qwHzsq5hMm2q+93PkGhTdLdCv1m55IynL83YXXOu BnA5B42AptzjBJxvAvrGYA== 0000950123-97-005326.txt : 19970627 0000950123-97-005326.hdr.sgml : 19970627 ACCESSION NUMBER: 0000950123-97-005326 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970626 SROS: NONE 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-11847 FILM NUMBER: 97629836 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/A BUSINESS ADDRESS: STREET 1: 25 QUAI PAUL DOUMER CITY: FRANCE STATE: I0 BUSINESS PHONE: 33147681234 MAIL ADDRESS: STREET 1: 25 QUAI PAUL DOUMER CITY: FRANCE STATE: I0 SC 13D/A 1 AMENDMENT NO. 7 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7) 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 June 26, 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: / / Page 1 of 14 Pages 2 - --------------------------------------- CUSIP No. 76242T 10 4 - --------------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Rhone-Poulenc S.A. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) /_/ (b) /_/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) TO 2(e) /_/ - ------------------------------------------------------------------------------- 6 CITIZENSHIP OF PLACE OF ORGANIZATION France - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 97,170,370 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------- 8 SHARED VOTING POWER ------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 97,170,370 ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 97,170,370 - ------------------------------------------------------------------------------- 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 68.34%, based upon a total of 142,183,974 Shares outstanding for voting purposes as of April 30, 1997 (including 137,175,187 Shares outstanding on such date according to Rhone-Poulenc Rorer Inc.'s Quarterly Report on Form 10-Q dated May 15, 1997, and 5,001,092 Shares in Rhone-Poulenc Rorer Inc.'s Employee Benefits Trust and 7,695 Shares held in Rhone-Poulenc Rorer Inc.'s treasury as of March 31, 1997, according to Rhone-Poulenc's records). - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- Page 2 of 14 Pages 3 This Amendment No. 7 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 2. Identity and Background. Item 2 (c) of the Statement on Schedule 13D is hereby amended by restating in its entirety the Schedule A filed with the Securities and Exchange Commission on June 2, 1994 as part of Amendment No. 5 to the Statement on Schedule 13D. The name, residence or business address and present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers and directors of RPSA are set forth as restated in the Schedule A hereto, which is incorporated herein by reference. Item 4. Purpose of Transaction. Item 4 of the Statement on Schedule 13D is hereby amended by adding the following: On June 26, 1997, RPSA issued a press release (the "Release") announcing that it is undertaking a study of the possibility of increasing RPSA's ownership of RPR to 100% through a business combination with RPR, which would entitle the public minority shareholders of RPR to receive $92.00 per Share. Such business combination would be proposed after the expiration on July 31, 1997, of the standstill period under the Acquisition Agreement. RPSA is evaluating the business combination in the context of several other potential transactions, including possibly a public offering of shares of RPSA to finance a portion of the costs of the business combination, a regrouping of RPSA's chemicals and fibers and polymers businesses into a new company and a public offering of shares of such new company. A copy of the Release is attached as an exhibit hereto and is incorporated herein by reference.The above summary of the potential transactions is qualified in its entirety by reference to the Release. Page 3 of 14 Pages 4 Item 5. Interest in the Securities of the Issuer. Item 5 of the Statement on Schedule 13D is hereby amended by adding the following: (a) As of June 26, 1997, RPSA was the owner of 97,170,370 Shares, constituting approximately 68.34% of the outstanding Shares (based upon 142,183,974 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 June 26, 1997 and the nature of such beneficial ownership.
Number of Shares Number of Shares Subject to Exercisable Beneficial Owner Owned Directly Options Issued by RPR - ---------------- -------------- --------------------- Igor Landau 200 20,000 Michel de Rosen 8,629 58,814 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 97,170,370 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. 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. Page 4 of 14 Pages 5 (c) 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 - ---- --------- --------------- -------------- ------------- April 30, 1997 1,500 $ 42.00 Private sale Sale pursuant to option exercise May 5, 1997 11,000 $ 42.00 Private sale Sale pursuant to option exercise May 7, 1997 2,000 $ 32.125 Private sale Sale pursuant to option exercise May 16, 1997 2,000 $ 42.00 Private sale Sale pursuant to option exercise May 26, 1997 4,500 FF 432.50 Paris Bourse Open Market purchase May 28, 1997 2,778 FF 433.85 Paris Bourse Open Market purchase May 28, 1997 37,500 FF 430.50 NYSE Open Market purchase May 30, 1997 12,195 FF 429.65 Paris Bourse Open Market purchase June 3, 1997 3,883 FF 440.22 Paris Bourse Open Market purchase June 3, 1997 11,180 $ 75.8775 NYSE Open Market purchase June 4, 1997 11,000 $ 45.00 Private sale Sale pursuant to option exercise June 4, 1997 25,000 FF 450.62 Paris Bourse Open Market purchase June 4, 1997 100,000 $ 77.7688 NYSE Block purchase June 5, 1997 14,600 FF 462.13 Paris Bourse Open Market purchase June 5, 1997 275,000 $ 78.50 NYSE Block purchase June 5, 1997 25,000 $ 78.5790 NYSE Open Market purchase June 16,1997 2,000 $ 32.125 Private sale Sale pursuant to option exercise June 18, 1997 1,000 $ 42.00 Private sale Sale pursuant to option exercise
Item 7. Materials to Be Filed as Exhibits. Item 7 of the Statement on Schedule 13D is hereby amended by adding the following exhibit:
Exhibit No. Description - --- ----------- 6. Press release, dated June 26, 1997.
Page 5 of 14 Pages 6 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/ Jean-Pierre Tirouflet --------------------------------------- Name: Jean-Pierre Tirouflet Title: Executive Group Vice President Dated: June 26, 1997 Page 6 of 14 Pages 7 SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF RHONE-POULENC S.A. I. DIRECTORS
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT INCLUDING THE NAME (PRINCIPAL BUSINESS) AND ADDRESS (IF DIFFERENT THAN POSITION WITH RHONE- NAME AND BUSINESS ADDRESS CITIZENSHIP BUSINESS ADDRESS) OF EMPLOYER POULENC S.A. Director, Chairman Jean-Rene Fourtou French Director, Chairman of the Board and Chief Executive c/o Rhone-Poulenc S.A. and Chief Executive Officer of Officer 25, quai Paul Doumer Rhone-Poulenc S.A. 92408 Courbevoie Cedex, France Director and Vice Jean-Marc Bruel French Director and Vice Chairman of Chairman c/o Rhone-Poulenc S.A. Rhone-Poulenc S.A. 25, quai Paul Doumer 92408 Courbevoie Cedex, France Director Serge Kampf French Chairman and Chief Executive c/o Cap Gemini Sogeti Officer of Cap Gemini Sogeti 11, rue Tilsit (business management 75017 Paris, France consulting) Director Alain Merieux French Chairman and Chief Executive c/o Institut Merieux S.A. Officer of Institut Merieux S.A. 17, rue Bourgelat (research and development in 69002 Lyon, France biology, medicine and pharmaceuticals) Director Didier Pineau-Valencienne French Chairman and Chief Executive c/o Schneider S.A. Officer of Schneider S.A. 64-70, avenue J.B. Clement (industrial/electric) 92646 Boulogne-Billancourt Cedex, France Director Michel Renault French President of Credit Lyonnais Credit Lyonnais (banking) 19, boulevard des Italiens 75001 Paris, France Director Assurances Generales de French Chairman and Chief Executive France, represented by Antoine Officer of Assurances Generales Jeancourt-Galignani de France (insurance) c/o Assurances Generales de France 87, rue de Richelieu 75060 Paris Cedex 02, France
Page 7 of 14 Pages 8
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT INCLUDING THE NAME (PRINCIPAL BUSINESS) AND ADDRESS (IF DIFFERENT THAN POSITION WITH RHONE- NAME AND BUSINESS ADDRESS CITIZENSHIP BUSINESS ADDRESS) OF EMPLOYER POULENC S.A. Director Banque Nationale de Paris, French President of Banque Nationale de represented by Baudouin Prot Paris (banking) c/o Banque Nationale de Paris 16, boulevard des Italiens 75009 Paris, France Director Credit Suisse First Boston, French Member of the Executive Board represented by Rudolph Hug of the Credit Suisse, Zurich c/o Credit Suisse (banking) Uetlbergstrasse 231 8001 Zurich, Switzerland Director Fiat France S.A., represented French Chairman and Chief Executive by Giorgio Frasca Officer of Fiat France S.A. c/o Societe Fiat France (automobiles) 140, avenue des Champs- Elysees 75008 Paris, France Director Societe Financiere et French President of Societe Financiere Immobiliere, Marcel Dassault, et Immobiliere Marcel Dassault represented by Philippe (real estate management) Hustache c/o Societe Financiere et Immobiliere Marcel Dassault 9, rond-point des Champs- Elysees 75008 Paris, France Director Societe Generale, represented by French Chairman and Chief Executive Marc Vienot Officer of Societe Generale c/o Societe Generale (banking) Tour Societe Generale 92972 Paris La Defense Cedex, France Director and Jean Eldin French Employee of Rhone-Poulenc S.A. Employee c/o Rhone-Poulenc S.A. 25, quai Paul Doumer 92408 Courbevoie Cedex, France Director and Pierre Houche French Employee of Rhone-Poulenc S.A. Employee c/o Rhone-Poulenc S.A. 25, quai Paul Doumer 92408 Courbevoie Cedex, France
Page 8 of 14 Pages 9
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT INCLUDING THE NAME (PRINCIPAL BUSINESS) AND ADDRESS (IF DIFFERENT THAN POSITION WITH RHONE- NAME AND BUSINESS ADDRESS CITIZENSHIP BUSINESS ADDRESS) OF EMPLOYER POULENC S.A. Director and Alain Magnanelli French Employee of Rhone-Poulenc S.A. Employee c/o Rhone-Poulenc S.A. 25, quai Paul Doumer 92408 Courbevoie Cedex, France
Page 9 of 14 Pages 10 II. EXECUTIVE OFFICERS
NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION WITH RHONE-POULENC S.A. Jean-Rene Fourtou French Director, Chairman and Chief c/o Rhone-Poulenc S.A. Executive Officer of Rhone- 25, quai Paul Doumer Poulenc S.A. 92408 Courbevoie Cedex, France Jean-Marc Bruel French Director and Vice Chairman, c/o Rhone-Poulenc S.A. supervises Quality, Safety and 25, quai Paul Doumer Environmental Protection, 92408 Courbevoie Cedex, Industrialization and South France American and Asian-Pacific operations Philippe Desmarescaux French Group President, supervises the c/o Rhone-Poulenc S.A. Chemical segment, Research and 25, quai Paul Doumer Development and North 92408 Courbevoie Cedex, American operations France Alain Godard French Supervises Animal and Plant c/o Rhone-Poulenc S.A. Health segment 25, quai Paul Doumer 92408 Courbevoie Cedex, France Igor Landau French Group President, supervises the c/o Rhone-Poulenc S.A. Pharmaceuticals segment, 25, quai Paul Doumer Corporate Communication and 92408 Courbevoie Cedex, operations in the European France Union and the European Free Trade Association Rene Penisson French Group Senior Vice President c/o Rhone-Poulenc S.A. Human Resources 25, quai Paul Doumer 92408 Courbevoie Cedex, France Martin Pinot French Executive Vice President of the c/o Rhone-Poulenc S.A. Chemical segment and President 25, quai Paul Doumer of the segment's European Zone. 92408 Courbevoie Cedex, France
Page 10 of 14 Pages 11
NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION WITH RHONE-POULENC S.A. Michel de Rosen French Chairman and Chief Executive c/o Rhone-Poulenc Rorer Inc. Officer of Rhone-Poulenc Rorer 500 Arcola Road Inc. Collegeville, Pennsylvania 19426-0107 USA Jean-Pierre Tirouflet French Group Executive Vice President, c/o Rhone-Poulenc S.A. President of the Fibers and 25, quai Paul Doumer Polymers segment, Group 92408 Courbevoie Cedex, Finance, Corporate Strategy and France Development, Control, Information Systems and Legal Functions, and International Affairs, the Garden Care division and operations in Central and Eastern Europe and the CIS.
Page 11 of 14 Pages 12 EXHIBIT INDEX
Exhibit No. Description - --- ----------- 6. Press release, dated June 26, 1997.
Page 12 of 14 Pages EX-99.6 2 PRESS RELEASE, DATED JUNE 26, 1997. 1 EXHIBIT 6. - ------------------------------------------------------------------------------- RHONE-POULENC ACCELERATES THE PACE OF ITS TRANSFORMATION - ------------------------------------------------------------------------------- (Paris, June 26, 1997) RHONE-POULENC is studying two major potential initiatives to continue to strengthen its presence in life sciences, reinforce the improvement in the performance of its chemicals/fibers businesses and increase its strategic flexibility: 1. INCREASE RHONE-POULENC'S OWNERSHIP OF RHONE-POULENC RORER FROM 68.3% TO 100% through a business combination with Rhone-Poulenc Rorer, which would entitle the public minority shareholders of Rhone-Poulenc Rorer to receive $92 per share. Such business combination would be proposed after the expiration on July 31, 1997, of the standstill period under the Rorer acquisition agreement of March 12, 1990. It is estimated that the total cost associated with this transaction would amount to some FF 25 billion. An increase in Rhone-Poulenc's equity of approximately FF 7 billion would be carried out to provide part of the financing of this possible transaction. 2. COMBINE THE CHEMICALS AND FIBERS AND POLYMERS BUSINESSES OF RHONE-POULENC TO CREATE A NEW COMPANY WHICH WOULD BE LISTED IN 1998, if market conditions permit. Rhone-Poulenc would retain substantial majority control of the new company, which would focus on specialty chemicals and services for industry. Jean-Rene Fourtou, Chairman & Chief Executive of Rhone-Poulenc, said: <>. THE STRATEGIC ADVANTAGES: - - Rhone-Poulenc, with Rhone-Poulenc Rorer and Pasteur Merieux Connaught, already ranks among the leading pharmaceuticals groups worldwide, and is one of the foremost groups in animal and plant Page 13 of 14 Pages 2 - - health. Increasing Rhone-Poulenc's ownership in Rhone-Poulenc Rorer from 68.3% to 100% would reinforce its position in pharmaceuticals, and would increase its strategic flexibility to benefit from opportunities which may be advantageous for its future development. - - Combining the chemicals and fibers and polymers businesses into a new company would increase technological, industrial and commercial synergies. This new company would continue to refocus on the growing specialty chemicals and value-added services to industry businesses, which are less sensitive to economic cycles, thus increasing the pace of recovery in profitability. The listing of this company under its own name would reinforce its identity and enhance its opportunities to obtain financing for further development. THE FINANCIAL IMPLICATIONS: - - The combination of Rhone-Poulenc Rorer and Rhone-Poulenc would lead to the Group having only one publicly-listed life sciences company. The separate listing of the new specialty chemicals and services to industry company should bring about a clearer differentiation between the two companies. This clarification should promote an improvement in Rhone-Poulenc's market valuation. - - The net debt-to-equity ratio would be brought down to 60% by the end of 1998 and to 50% by the end of 1999. The net debt incurred to increase Rhone-Poulenc's ownership of Rhone-Poulenc Rorer would be rapidly reduced by the improvement in operating cash flow, the increase in equity, the capital raised by listing the new company, and the divestiture of non-strategic assets. - - Rhone-Poulenc's objective remains to increase its earnings per share by 20% in 1997 and 1998, despite a slight dilution in the first two years and excluding exceptional items. Such items could include an impact on the 1997 financial results of a potential acceleration of the amortization of certain assets of the chemical/fibers businesses, linked to the refocusing operations under consideration. - - The Group expects to maintain the 1997 dividend per share at a level at least equal to 1996. If Rhone-Poulenc's Board of Directors decides to proceed with all or some of these initiatives, appropriate corporate approvals will be requested and required procedures with employee representatives will be observed. - ------------------------------------------------------------------------------- Rhone-Poulenc, one of the leading groups worldwide in life sciences and specialty chemicals, contributes, through its innovations, to the improvement in health of men, animals and plants, as well as the quality and safety of products used in industry and daily life. - ------------------------------------------------------------------------------- Page 14 of 14 Pages -----END PRIVACY-ENHANCED MESSAGE-----