<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE TO-C
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
_______________
CHIREX INC.
(Name of Subject Company (Issuer))
__________________
COUSIN ACQUISITION, INC.
RHODIA
(Names of Filing Persons (Offeror))
Common Stock, Par Value $0.01 Per Share
(including the associated Preferred Shares Purchase Rights)
(Title of Class of Securities)
170038103
(CUSIP Number of Class of Securities)
__________________
John P. Donahue
Rhodia Inc.
259 Prospect Plains Road
Cranbury, New Jersey 08512
(609) 860-4370
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
_______________
Copy to:
Hubertus V. Sulkowski
Shearman & Sterling
114 avenue des Champs-Elysees
75008 Paris, France
(33-1) 53-89-70-00
CALCULATION OF FILING FEE
================================================================================
Transaction Valuation Amount of Filing Fee
--------------------------------------------------------------------------------
Not applicable Not applicable
================================================================================
~ Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: ____________ Filing Party: ______________
Form or Registration No.: __________ Date Filed: ________________
[x] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[x] third-party tender offer subject to Rule 14d-1.
~ issuer tender offer subject to Rule 13e-4.
~ going-private transaction subject to Rule 13e-3.
~ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: ~
<PAGE>
EXHIBIT INDEX
Exhibit
No.
99.4 Transcript of analyst conference call held on July 24, 2000, and made
available for replay on July 25, 2000.
