-----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, MwLtHdDAs6LlEM9rTuVwLpfgWswgETVOkfnGMc4ggaa/X1OBziTLLjOQKeGvWjLf ZNkLivRs7RMUWei0RTjoiw== 0000950123-97-005615.txt : 19970708 0000950123-97-005615.hdr.sgml : 19970708 ACCESSION NUMBER: 0000950123-97-005615 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970707 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: 97636613 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 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/A 1 AMENDMENT #8 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. 8) 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 July 2, 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 7 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 97,169,370 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------- 8 SHARED VOTING POWER ------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 97,169,370 ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 97,169,370 - ------------------------------------------------------------------------------- 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 7 Pages 3 This Amendment No. 8 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 July 2, 1997, the Board of Directors of RPR announced that it had formed a special committee composed of three independent directors (the "Special Committee") who are authorized to review any proposal by RPSA with respect to a business combination. The RPR Board indicated in its announcement that the Special Committee had also been authorized to retain independent advisors, including legal counsel and investment bankers. As part of its previously announced study, RPSA intends to engage in discussions with the Special Committee and its advisors with respect to the possible terms of any such business combination. No assurances can be given that such discussions will result in any proposal being made or in any agreement with the Special Committee as to the terms of any such business combination. 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 97,169,370 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 the date of this filing and the nature of such beneficial ownership. Page 3 of 7 Pages 4
Number of Shares Number of Shares Subject to Exercisable Beneficial Owner Owned Directly Options Issued by RPR - ---------------- ---------------- ---------------------- Banque Nationale de Paris 500 0 (represented by Baudouin Prot) Antoine Jeancourt-Galignani 210 0 (representative of Assurances Generales de France) Igor Landau 200 20,000 Michel de Rosen 8,629 58,814 Societe Generale 2,000 0 (represented by Marc Vienot) S.G. Equities International, 5,000 0 subsidiary of Societe Generale 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 97,169,370 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. (c) In addition to the transactions listed in its filing on June 26, 1997 of Amendment No. 7 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 - ------------------------------------------------------------------------------------------------------------------ May 13, 1997 3,500 32.125 Private sale Sale pursuant to option exercise June 30, 1997 1,000 32.125 Private sale Sale pursuant to option exercise
Page 4 of 7 Pages 5 BNP Arbitrage, an affiliate of the Banque Nationale de Paris, 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 - ------------------------------------------------------------------------------------------------------------------ May 8, 1997 1,000 $74.13 NYSE Open Market purchase May 8, 1997 1,000 $74.00 NYSE Open Market sale May 19, 1997 400 $75.25 NYSE Open Market purchase May 19, 1997 400 $75.25 NYSE Open Market sale May 19, 1997 400 $75.25 NYSE Open Market sale May 27, 1997 100 $75.63 NYSE Open Market purchase June 3, 1997 300 $75.50 NYSE Open Market purchase June 3, 1997 1,800 $76.00 NYSE Open Market purchase June 4, 1997 900 $77.75 NYSE Open Market sale June 4, 1997 400 $77.63 NYSE Open Market sale June 4, 1997 500 $77.50 NYSE Open Market sale June 10, 1997 500 $78.63 NYSE Open Market purchase June 10, 1997 1,000 $78.63 NYSE Open Market purchase June 11, 1997 400 $78.63 NYSE Open Market purchase June 11, 1997 500 $78.25 NYSE Open Market sale June 11, 1997 100 $78.50 NYSE Open Market sale June 11, 1997 500 $78.50 NYSE Open Market sale June 11, 1997 200 $78.38 NYSE Open Market sale June 12, 1997 1,000 $79.00 NYSE Open Market purchase June 12, 1997 1,000 $79.63 NYSE Open Market sale June 13, 1997 600 $80.50 NYSE Open Market sale June 18, 1997 900 $79.00 NYSE Open Market purchase June 18, 1997 400 $78.63 NYSE Open Market sale June 19, 1997 200 $78.88 NYSE Open Market purchase June 19, 1997 500 $79.00 NYSE Open Market sale June 19, 1997 200 $78.88 NYSE Open Market sale June 19, 1997 200 $78.88 NYSE Open Market sale June 26, 1997 1,500 $90.56 NYSE Open Market purchase June 26, 1997 2,500 $91.19 NYSE Open Market purchase June 26, 1997 1,000 $91.06 NYSE Open Market sale
Page 5 of 7 Pages 6 June 26, 1997 1,000 $91.00 NYSE Open Market sale June 26, 1997 1,100 $91.06 NYSE Open Market sale June 26, 1997 200 $91.06 NYSE Open Market sale
Societe Generale, 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 - ---- ---------- ----------------- ---------------- ------------- May 23, 1997 2,000 $76.75 NYSE Open Market purchase May 28, 1997 700 $76.125 NYSE Open Market sale
SG Equities International, a subsidiary of Societe Generale, 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 - ---- ---------- ----------------- ---------------- ------------- May 9, 1997 625 FF 420.00 Paris Bourse Open Market purchase May 22, 1997 4,599 FF 436.96 Paris Bourse Open Market purchase May 22, 1997 4,599 FF 439.36 Paris Bourse Open Market sale
Page 6 of 7 Pages 7 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: July 7, 1997 Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----