-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, hlyotm2d7C7TEqd9teVW5Qru1lZFbjj2lC7RPy9GooWbyF8K6EPQiDm9vunjFi7W xzJOrWrhLIGdZAaKjGGRnw== 0000950123-94-001028.txt : 19940610 0000950123-94-001028.hdr.sgml : 19940610 ACCESSION NUMBER: 0000950123-94-001028 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940609 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RHONE POULENC RORER INC CENTRAL INDEX KEY: 0000217028 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94533518 BUSINESS ADDRESS: STREET 1: 500 ARCOLA RD STREET 2: P O BOX 1200 CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: 2154548000 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: 2800 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 25 QUAI PAUL DOUMER STREET 2: 92408 COURBEVOIE CEDEX CITY: FRANCE STATE: I0 MAIL ADDRESS: STREET 1: 25 QUAI PAUL DOUMER STREET 2: 92408 COURBEVOIE CEDEX CITY: FRANCE STATE: I0 ZIP: 08852 SC 13D/A 1 AMENDMENT NO. 6 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) 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 12, rue d'Astorg 75008 Paris, France (331) 44-71-17-17 June 8, 1994 -------------------------------------- (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: / / 2 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 Instructions) / / (a) / / (b) (3) SEC Use Only (4) Source of Funds (See Instructions) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). / / (6) Citizenship or Place of Organization France Number of (7) Sole Voting Power 94,987,762 Shares Beneficially (8) Shared Voting Power Owned by Each (9) Sole Dispositive Power 94,987,762 Reporting Person (10) Shared Dispositive Power With (11) Aggregate Amount Beneficially Owned by Each Reporting Person 94,987,762 (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 68.3 % (based upon 138,986,185 shares outstanding as of March 10, 1994 (including 2,693,700 shares in RPR's Employee Benefits Trust), according to Rhone-Poulenc Rorer Inc.'s Proxy Statement dated March 21, 1994). (14) Type of Reporting Person (See Instructions) CO 3 This Amendment No. 6 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: In connection with RPSA's previously disclosed consideration of alternative transactions involving RPR, on June 8, 1994, RPSA received a letter (the "Letter") signed by all of the Independent Directors of RPR pursuant to which RPSA agreed that in pursuing any acquisition and investment opportunities that would involve combinations of businesses with those of RPR, RPSA would engage in certain consultations with RPR management. A copy of the Letter has been filed as an exhibit hereto and is incorporated by reference herein. The above summary of the Letter is qualified in its entirety by reference to the Letter. Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer Item 6 of the Statement on Schedule 13D is hereby amended by adding the following: Letter Agreement Reference is made to the Letter summarized in Item 4 and filed as an exhibit hereto and incorporated by reference herein. 4 Item 7. Material to be Filed as Exhibits. Item 7 of the Statement on Schedule 13D is hereby amended by adding the following exhibit: Exhibit Description No. 5. Letter, dated as of June 2, 1994, from Rhone-Poulenc S.A. to the Independent Directors of Rhone-Poulenc Rorer Inc. 5 12 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 9, 1994 6 Exhibit Index Exhibit No. Description - -------- ----------- 5. Letter, dated as of June 2, 1994, from Rhone-Poulenc S.A. to the Independent Directors of Rhone-Poulenc Rorer Inc. EX-99.5 2 LETTER TO INDEPENDENT DIRECTORS 1 Exhibit 5 --------- Copy to other directors of RHONE-POULENC RORER INC RHONE-POULENC S.A. 25 QUAI PAUL DOUMER 92408 COURBEVOIE CEDEX TEL. (1) 47 58 12 34 TLX 610500 F RHONE Mr. Michael H. JORDAN Mr. James S. RIEPE Edward J. STEMMLER M.D. "As Independent Directors of" RHONE-POULENC RORER INC. 500 Arcola Road COLLEGEVILLE, PA 19426 (USA) Gentlemen, As you are aware, RHONE-POULENC SA reviews acquisition and investment opportunities in its core business markets on a continuing basis and certain of such opportunities may involve combinations of businesses which may be complementary with those of RHONE-POULENC RORER INC ("RPR"). We want to assure you that before any proposal is made to an acquisition candidate during the Standstill Period (as defined in the Acquisition Agreement referred to below) where a combination with RPR would be involved, we would seek the views of RPR management on the merits of the acquisition as it relates to RPR's business and operations. In addition, we will keep RPR management advised of the status of the discussions and negotiations with any such acquisition candidate, and prior to making any definitive proposal which would involve RPR, we will consult with RPR management and obtain their approval of the terms of any such proposal. Should the discussions with such an acquisition candidate proceed to the point of negotiating an acquisition agreement, the Independent Directors (as defined in the Acquisition Agreement, dated as of March 12, 1990 between RHONE-POULENC SA and RORER GROUP INC) of RPR would have the opportunity to review and approve the proposed terms of such acquisition as they relate to RPR and the terms of any proposed combination with RPR. In addition, no public announcements involving such business combination with RPR would be made by RP without first consulting RPR management. Please confirm that you are in accord with the foregoing by signing in the space provided below. Very truly yours, Agreed to and acknowledged as of the 2nd day of June, 1994 /s/ Michael H. JORDAN /s/ Jean-Rene FOURTOU ---------------------- ---------------------- Michael H. JORDAN Jean-Rene FOURTOU Chairman /s/ James S. RIEPE ------------------- James S. RIEPE /s/ Edward J. STEMMLER M.D. ---------------------------- Edward J. STEMMLER M.D. -----END PRIVACY-ENHANCED MESSAGE-----