-----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, EQbEbFjHKDr4qNLX5t/nFy4QC/BRz57rfJ8F1gHAJpUa1QevL9+0rby4nLPaOhe9 VfyBpUUKb8mhGXoGqXaHEg== 0000906344-95-000028.txt : 19951202 0000906344-95-000028.hdr.sgml : 19951202 ACCESSION NUMBER: 0000906344-95-000028 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951130 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: 95597990 BUSINESS ADDRESS: STREET 1: MERIDIAN CENTRE II STREET 2: 4 INDUSTRIAL WAY W CITY: EATONTOWN STATE: NJ ZIP: 07724 BUSINESS PHONE: 908-389-11 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 ROBERTSON & FALK 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 SC 13D/A 1 AMENDMENT NO. 4 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) 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) November 30, 1995 _________________ (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 []. Check the following box if a fee is being paid with this statement []. -1- CUSIP No. 77049-108 SCHEDULE 13D Page 2 of 6 1 Name of Reporting Person YAMANOUCHI PHARMACEUTICAL CO., LTD. IRS Identification No. of Above Person 13-2971791 2 Check the Appropriate Box if a Member of a Group (a) [x] (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 8 Shared Voting Power 5,048,500 SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 5,048,500 11 Aggregate Amount Beneficially Owned by Each Reporting 5,048,500 Person 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 27.2% 14 Type of Reporting Person HC CUSIP No. 77049-108 SCHEDULE 13D Page 3 of 6 1 Name of Reporting Person YAMANOUCHI GROUP HOLDING INC. IRS Identification No. of Above Person 94-3091443 2 Check the Appropriate Box if a Member of a Group (a) [x] (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 8 Shared Voting Power 5,048,500 SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 5,048,500 11 Aggregate Amount Beneficially Owned by Each Reporting 5,048,500 Person 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 27.2% 14 Type of Reporting Person CO This Amendment No. 4 amends the Schedule 13D, as amended, previously filed with respect to the common stock, $.01 per value (the "Common Stock"), of Roberts Pharmaceutical Corporation, a New Jersey corporation (the "Issuer"). The Amendment is being filed to report the merger on November 30, 1995 of Yamanouchi U.S.A. Inc. ("YUSA"), a Delaware corporation which is a subsidiary of Yamanouchi Pharmaceutical Co., Ltd., a corporation organized under the laws of Japan ("Yamanouchi"), with and into Yamanouchi Group Holding Inc. ("YGH"), a Delaware corporation which is also a subsidiary of Yamanouchi, as part of a corporate restructuring. In connection with this merger, all of the assets of YUSA, including all shares of the Issuer's Common Stock previously held by YUSA, were transferred by operation of law to YGH. Item 2. Identity and Background. The persons filing this Amendment are Yamanouchi and YGH. Information with respect to Yamanouchi has been reported in the previously filed Schedule 13D, as amended. The address of the principal office of YGH is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of YGH are set forth on Schedule A attached hereto. During the last five years, neither YGH, nor any person controlling YGH, nor, to the best knowledge of YGH, any person listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 5. Interest in Securities of the Issuer. According to the Issuer's most recent Form 10-Q, the Issuer had 18,531,240 shares of Common Stock outstanding on October 27, 1995. After the merger described above, YGH directly owns, and both YGH and Yamanouchi beneficially own, 5,048,500 shares of the Issuer's Common Stock, representing approximately 27.2% of the outstanding Common Stock. -4- 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: November 30, 1995 YAMANOUCHI PHARMACEUTICAL CO., LTD. By: /s/ Shigeo Morioka ___________________________ Shigeo Morioka Chairman and Chief Executive Officer YAMANOUCHI GROUP HOLDING INC. By: /s/ Shigeo Morioka __________________________ Shigeo Morioka President -5- SCHEDULE A Yamanouchi Group Holding Inc. Principal Occupation Name and Office Held Business Address or Employment Citizenship Shigeo Morioka, 3-11 Nihonbashi-Honcho Chairman and Japan Director and 2-chome Chief President Chuo-ku, Tokyo 103, Executive Japan Officer of Yamanouchi Masayoshi Onoda, 3-11 Nihonbashi-Honcho President and Japan Director 2-chome Chief Chuo-ku, Tokyo 103, Operating Japan Officer of Yamanouchi Junichiro Matsumoto, 3-11 Nihonbashi-Honcho Managing Japan Director 2-chome Director of Chuo-ku, Tokyo 103, Yamanouchi Japan Shingo Ogawa, 10 Bank Street Senior Vice Japan Vice President and White Plains, NY President, Secretary 10606 General Manager & Secretary of YUSA Masayasu Ueno, 444 Market Street Executive Japan Vice President San Francisco, CA Vice 94111 President of Shaklee Corporation Thomas E. Bishop, 444 Market Street Vice USA Treasurer San Francisco, CA President of 94111 Taxes & Treasurer of Shaklee Corporation -6- -----END PRIVACY-ENHANCED MESSAGE-----