-----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, WLWWo6VgND99QLMyLFJpxdESe27bYM7yfyzOf0letxzLCJ/eGTUM1aJKSoTcNl+A MuGgqtED0m28ExEhMcUaAw== 0000950123-98-000941.txt : 19980209 0000950123-98-000941.hdr.sgml : 19980209 ACCESSION NUMBER: 0000950123-98-000941 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980206 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOFAMOR DANEK GROUP INC CENTRAL INDEX KEY: 0000873730 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 351580052 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42171 FILM NUMBER: 98522908 BUSINESS ADDRESS: STREET 1: 1800 PYRAMID PLACE CITY: MEMPHIS STATE: TN ZIP: 38132 BUSINESS PHONE: 9013962695 MAIL ADDRESS: STREET 1: 1800 PYRAMID PL CITY: MEMPHIS STATE: TN ZIP: 38132 FORMER COMPANY: FORMER CONFORMED NAME: DANEK GROUP INC /IN DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOFYC S A CENTRAL INDEX KEY: 0001053591 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 112 AVE KLEBER STREET 2: 75784 PARIS CEDEX 16 FRANCE MAIL ADDRESS: STREET 1: 112 AVE KLEBER STREET 2: 75784 PARIS CEDEX 16 FRANCE SC 13D/A 1 AMENDMENT #2 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SOFAMOR DANEK GROUP, INC. (Name of Issuer) (Amendment No. 2) Common Stock, no par value (Title of Class of Securities) 834005 10 0 (CUSIP Number) Yves Guillemain D'Echon Sofyc, S.A. 112, avenue Kleber 75784 Paris Cedex 16 France (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Creighton O'M Condon, Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 Telephone: (212) 848-4000 January 26, 1998 (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) or (4), check the following box / /. 2 2 - ----------------------------------------------- CUSIP NO. 834005 10 0 - ----------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sofyc, S.A. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 3,337,272 ------------------------------------------------------------- 8 SHARED VOTING POWER 0 ------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 3,337,272 ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 3,337,272 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) As Sofyc, S.A. is a wholly owned subsidiary of Sofamor Danek Group Inc., such Shares are deemed to be treasury stock. --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 3 3 This Amendment No. 2 to the Statement on Schedule 13D dated as of January 30, 1998, as amended by Amendment No. 1 ("Amendment No. 1") on February 4, 1998 (the "1998 Schedule 13D"), is being filed solely as a restatement of Amendment No. 1 with the addition of the signature page thereto not previously included due to a transmission error. Amendment No. 1 was filed solely to reflect the proper number of Shares beneficially owned by the persons described in Item 5 of the 1998 Schedule 13D as of the date of the initial filing of the 1998 Schedule 13D. Capitalized terms used but not defined herein are used as defined in the 1998 Schedule 13D. Item 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the 1998 Schedule 13D is hereby amended by deleting the chart detailing the ownership of Shares (including the footnotes thereto) and replacing it in its entirety with the chart as set forth below: 4 4
NUMBER OF NUMBER OF SHARES OF SHARES OF NUMBER OF WITH SOLE WITH SHARED SHARES DISPOSITIVE DISPOSITIVE OR BENEFICIALLY PERCENTAGE AND VOTING SHARED VOTING OWNED OF SHARES(1) POWER(2) POWER(3) Yves Paul Cotrel 1,451,434 (4) 5.89%(5) 712,690 (4) 738,744 Marie-Louise Cotrel 1,436,276 (6) 5.83 697,532 738,744 (7) Marie-Helene Cotrel Plais 979,019 (8)(9) 5.96 (10) 240,275 (9) 738,744 Philippe Cotrel 939,121 (8) 3.81 200,377 738,744 Yves-Regis Cotrel 920,621 (8) 3.73 181,877 738,744 Marie-Christine Cotrel Milliez 931,091 (6)(8) 3.78 192,347 738,744 Catherine Cotrel Lechien 935,591 (6)(8) 3.8 196,847 738,744 Elisabeth Cotrel Gauzan 951,591 (6)(8) 3.86 212,847 738,744 Benedicte Cotrel 920,357 (8) 3.73 181,613 738,744 Annie Cotrel 926,506 (6)(8) 3.76 187,762 738,744 Sofyc(8) 3,337,272 (11) (11) (11) (11) Total Number of Shares held by the Cotrel Family 3,689,711 (12)
- -------------------------- (1) Based on a total of 24,650,649 outstanding Shares (derived from 25,181,841 outstanding Shares as of December 31, 1997, as disclosed in Sofamor Danek's Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 1998, minus the net reduction of 531,192 outstanding Shares resulting from the transactions contemplated by the 1998 Stock Exchange Agreement). (2) Includes Shares owned in full ownership. (3) Includes Shares owned in usufruit or nue propriete. Dr. Cotrel and Mrs. Cotrel, pursuant to the Nominee Agreements with each of the Cotrel Children, transferred nue propriete interests in 116,282.5 Shares to each of the Cotrel Children. As of the date hereof, each of the Cotrel Children retains 92,343 of such nue propriete interests. Since all of the Cotrel Children received nue propriete interests in such Shares and Dr. Cotrel and Mrs. Cotrel retained usufruit interests in all such Shares in the aggregate, the Cotrel Children and Dr. Cotrel and Mrs. Cotrel may be deemed to share benefical ownership as a group in all 738,744 Shares currently covered by the Nominee Agreements. (4) Includes 707,690 Shares directly owned by Dr. Cotrel in full ownership and options exercisable within 60 days to purchase 5,000 Shares at an exercise price of $11.875 per Share. (5) For purposes of calculating this percentage, the number of outstanding Shares includes Shares underlying options held by such person exercisable within 60 days. (6) Such persons are members of the Cotrel Family and are disclosed because they hold Shares as a group with the executive officers and directors of Sofyc. (7) Pursuant to the Nominee Agreements, Mrs. Cotrel has shared voting powers with respect to 738,744 Shares held in usufruit. However, Mrs. Cotrel does not have dispositive powers with respect to these Shares held in usufruit. (8) For each of the Cotrel Children, includes 738,744 Shares held by the Cotrel Children in nue propriete in the aggregate (and with respect to which Dr. Cotrel and Mrs. Cotrel retain usufruit interests). (9) Includes 192,075 Shares held in full ownership and options exercisable within 60 days to purchase: 4,800 Shares at an exercise price of $24.25; 2,400 Shares at an exercise price of $14.375; and 41,000 Shares at an exercise price of $12.375. (10) For purposes of calculating this percentage, the number of outstanding Shares includes Shares underlying options held by such person exercisable within 60 days. (11) As Sofyc is a wholly-owned subsidiary of Sofamor Danek, such Shares are deemed to be treasury stock. (12) Of these, an aggregate of 738,744 Shares are split among members of the Cotrel Family into nue propriete and usufruit interests. 5 -5- Item 5 of the 1998 Schedule 13D is hereby further amended by the addition of the following to the end thereof: On January 26, 1998, as a result of the transactions contemplated by the 1998 Stock Exchange Agreement, Sofyc became a wholly owned subisdiary of Sofamor Darek. Accordingly, the Shares held by Sofyc are deemed to be treasury stock of Sofamor Danek. 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. Dated: February 3, 1998 SOFYC, S.A. By /s/ Yves Guillemain D'Echon ------------------------------------ Name: Yves Guillemain D'Echon Title: President -----END PRIVACY-ENHANCED MESSAGE-----