-----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, OdEVQOrFfefJGBYdiNWc5graRQPmhL9fyXaHEra2jH2KuxeAy0G8rpcngaCqqchd 0lrmefVpKdhPOv9evE89DA== 0000906344-97-000073.txt : 19970429 0000906344-97-000073.hdr.sgml : 19970429 ACCESSION NUMBER: 0000906344-97-000073 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970428 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROBERTS PHARMACEUTICAL CORP CENTRAL INDEX KEY: 0000853022 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222429994 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40691 FILM NUMBER: 97587992 BUSINESS ADDRESS: STREET 1: MERIDIAN CENTRE II STREET 2: 4 INDUSTRIAL WAY W CITY: EATONTOWN STATE: NJ ZIP: 07724 BUSINESS PHONE: 9083891182 MAIL ADDRESS: STREET 1: MERIDIAN CTR II STREET 2: 4 INDUSTRIAL WAY WEST CITY: EATONTOWN STATE: NJ ZIP: 07724 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY FALK & RABKIN CENTRAL INDEX KEY: 0000906344 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 EMBARCADERO CTR 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4065 BUSINESS PHONE: 4154341600 FORMER COMPANY: FORMER CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY ROBERTSON & FALK DATE OF NAME CHANGE: 19930601 SC 13D/A 1 AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) ROBERTS PHARMACEUTICAL CORPORATION (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 77049-108 (CUSIP Number) YAMANOUCHI GROUP HOLDING INC. YAMANOUCHI PHARMACEUTICAL CO., LTD. (Names of Persons Filing Statement) Richard W. Canady, Esq. Howard, Rice, Nemerovski, Canady, Falk & Rabkin A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 399-3027 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) April 11, 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 Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) and (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. CUSIP No. 77049-108 SCHEDULE 13D Page 2 of 5 YAMANOUCHI PHARMACEUTICAL CO., 1. Name of Reporting Person LTD. IRS Identification No. of Above Person 13-2971791 2. Check the Appropriate Box if a Member (a) [x] of a Group (b) [ ] 3. SEC USE ONLY 4. Source of Funds WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Japan 7. Sole Voting Power -0- NUMBER OF SHARES 8. Shared Voting Power 5,048,500 BENEFICIALLY OWNED BY EACH 9. Sole Dispositive REPORTING Power -0- PERSON WITH 10. Shared Dispositive Power 5,048,500 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,048,500 12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row 11 18.5% 14. Type of Reporting Person HC CUSIP No. 77049-108 SCHEDULE 13D Page 3 of 5 YAMANOUCHI GROUP 1. Name of Reporting Person HOLDING, INC. IRS Identification No. of Above Person 94-3091443 2. Check the Appropriate Box if a Member (a) [x] of a Group (b) [ ] 3. SEC USE ONLY 4. Source of Funds AF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power -0- NUMBER OF SHARES 8. Shared Voting Power 5,048,500 BENEFICIALLY OWNED BY EACH 9. Sole Dispositive REPORTING Power -0- PERSON WITH 10. Shared Dispositive Power 5,048,500 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,048,500 12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row 11 18.5% 14. Type of Reporting Person CO CUSIP No. 77049-108 SCHEDULE 13D Page 4 of 5 This Amendment No. 5 to Schedule 13D is being filed to report a change in the status of representation of Yamanouchi Pharmaceutical Co., Ltd., a corporation organized under the laws of Japan ("Yamanouchi"), on the Board of Directors of Roberts Pharmaceutical Corporation, a New Jersey corporation (the "Issuer"), that will occur. Item 4. Purpose of Transaction. As discussed under "Board Representation" in Item 4 of the Schedule 13-D, under the Stock Purchase Agreement entered into between Yamanouchi and Issuer, dated January 22, 1992, Yamanouchi had the right to designate up to two members of the Board of Directors of the Issuer for so long as Yamanouchi directly or indirectly owned at least 18% of the outstanding common stock of the Issuer, on a fully diluted basis, and one director for so long as Yamanouchi owned at least 10% but less than 18% of the outstanding common stock of Issuer, on a fully diluted basis. Yamanouchi presently has two representatives on the Board of Directors of Issuer, but now owns less than 18% of Issuer's outstanding Common Stock, on a fully diluted basis. The two designees of Yamanouchi who are presently serving on the Board of Issuer, Akihiko Matsubara and Takao Miyamoto, will continue to serve until the election of directors at the Annual Meeting of Shareholders of Issuer to be held in May of 1997. Yamanouchi has decided not to designate any representative of Yamanouchi for election at that meeting. Under the Stock Purchase Agreement, Yamanouchi will continue to have the right in the future to again designate a representative on the Board of Roberts for so long as it continues to hold 10% of the outstanding shares of common stock of Roberts, on a fully diluted basis. The Stock Purchase Agreement also provides that during any period when there are no representatives of Yamanouchi on the Board of the Issuer, the Issuer will permit a representative of Yamanouchi to attend all meetings of the Board of Directors of the Issuer. CUSIP No. 77049-108 SCHEDULE 13D Page 5 of 5 Signatures After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: April 14, 1997. YAMANOUCHI PHARMACEUTICAL CO., LTD. By: /s/ Masayoshi Onoda ______________________________ Name: Masayoshi Onoda Title: Chief Executive Officer YAMANOUCHI GROUP HOLDING INC. By: /s/ Kozo Takahashi _____________________________ Name: Kozo Takahashi TItle: President -----END PRIVACY-ENHANCED MESSAGE-----