<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
DEPUY, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
249726 10 0
(CUSIP Number)
(NAME)
---- Copy to:
CORANGE LIMITED COUDERT BROTHERS
22 CHURCH STREET 1114 AVENUE OF THE AMERICAS
P.O. BOX HM 2026 NEW YORK, NY 10036-7703
HAMILTON HM HX ANTHONY WILLIAMS
BERMUDA (212) 626-4400
(809) 295-3812
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MAY 24, 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) or (4), check the following box [X].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
_________________
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Exhibit Index: Page 8
Page 1 of 8 Pages
<PAGE>
13D
CUSIP No. 249726 10 0
================================================================================
1. NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
CORANGE LIMITED
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS:* N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER: 83,000,000
SHARES --------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY EACH --------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER: 83,000,000
PERSON WITH --------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
83,000,000
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
84.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: CO
================================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8 Pages
<PAGE>
INTRODUCTION
This Schedule 13D is being filed by Corange Limited, a Bermuda corporation
("Corange"), pursuant to Rule 13d-1(b)(3) and relates to an agreement (the
"Agreement") dated May 24, 1997 among the shareholders of Corange and Roche
Healthcare Limited, a corporation organized and existing under the laws of
Bermuda ("Roche Healthcare") and a wholly-owned subsidiary of Roche Holding
Ltd., a Swiss corporation, relating to the sale by such shareholders of 100% of
the issued and outstanding shares of Corange to Roche Healthcare. Because
Corange owns, directly and through its direct and indirect wholly-owned
subsidiaries, 83,000,000 shares of the Common Stock, par value $.01 per share
(the "Shares"), of DePuy, Inc. (the "Company"), or approximately 84.2% of the
outstanding shares of Common Stock of the Company, the sale, if it is
consummated in accordance with the terms and conditions of the Agreement, may be
deemed to involve a change in control of the Company.
Prior to the initial public offering (the "IPO") of shares of Common Stock of
the Company in October 1996, the Company was wholly-owned by Corange and its
direct and indirect subsidiaries, and the Company's Common Stock was not
registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the
"Act"). Subsequent to the IPO, Corange, in accordance with Rule 13d-1(c), filed
a Schedule 13G to report its beneficial ownership of the Shares, and this is the
first Schedule 13D required to be filed by Corange.
ITEM 1. SECURITY AND ISSUER
Security: Common Stock, par value $.01 per share ("Common Stock")
Issuer: DePuy, Inc.
700 Orthopaedic Drive
Warsaw, IN 46581
ITEM 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is filed by Corange. Corange and its
subsidiaries are principally engaged in the sale of pharmaceutical, medical
diagnostic and orthopaedic products. Corange was organized under the laws of
Bermuda and has its principal business and office at 22 Church Street, HM 11,
P.O. Box HM 2026, Hamilton, HM HX, Bermuda.
The name, citizenship, business address, present principal occupation and
material positions held during the past five years of each of the officers and
directors of Corange are set forth in Schedule A hereto. During the last five
years neither Corange nor, to the best knowledge of Corange, any of the persons
listed in Schedule A (i) has been convicted in a
Page 3 of 8 Pages
<PAGE>
criminal proceeding (excluding traffic violations and similar misdemeanors) or
(ii) was 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.
The shares of Corange are beneficially owned by four family branches
(individually or through trusts and their investment vehicles) who are descended
from the founders of the Boehringer Mannheim companies in Germany (the
"Shareholders"). The family of Curt Engelhorn beneficially owns approximately
37.3% of the shares, the family of Christof Engelhorn beneficially owns
approximately 22.3% of the shares, the family of Peter Engelhorn beneficially
owns approximately 22.3% of the shares and Christa Gelpke beneficially owns
approximately 18.0% of the shares. Messrs. Curt Engelhorn and Christof
Engelhorn and Madame Traudl Engelhorn (the widow of Peter Engelhorn) may be
deemed to control the shareholdings of their respective family branches. There
is no agreement among such four family branches, other than the Agreement, with
respect to Corange and, since none of such family branches owns a majority of
shares of Corange, no branch (except insofar as any branch may act in concert
with one or more other branches from time to time) has been in a position to
control Corange by virtue of its ability to cause the election of particular
directors or to cause the shareholders to approve any matter with respect to
which shareholder approval may be required or sought.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable to the sale herein reported.
ITEM 4. PURPOSE OF TRANSACTION
Pending closing of the sale contemplated by the Agreement, Corange has no
plans which relate to or would result in any transaction described in Schedule
13D, item 4(a) - (j).
Following the sale of the shares of Corange as contemplated by the
Agreement, all of the Shares would be owned, indirectly, by Roche Healthcare,
and none of the Shares would any longer be held by the Shareholders.
Accordingly, following such sale, all decisions by Corange with respect to the
Company would be made by Roche Healthcare as the controlling person of Corange.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Page 4 of 8 Pages
<PAGE>
(a) The information set forth on the cover page hereof in rows 11 and 13
is incorporated herein by reference. Additionally, to the best knowledge of
Corange, James A. Lent, a director of Corange and a director and Chief Executive
Officer of the Company, owns 33,751.95 shares of Common Stock (including (i)
33,201.95 phantom stock units which automatically convert in October 1999,
without further action on the part of Mr. Lent, into shares of Common Stock of
the Company and are entitled to participate in any dividend paid on the Common
Stock prior to such conversion, and (ii) 550 shares of Common Stock registered
in the name of Mr. Lent's wife, as to which shares Mr. Lent disclaims beneficial
ownership) constituting less than .1% of outstanding Common Stock and Anthony
Williams, a director of Corange and of the Company, owns 2,829 shares of Common
Stock constituting less than .1% of outstanding Common Stock.
(b) Corange has sole voting and dispositive power with respect to the
Common Stock owned by it and does not share voting or dispositive power with
respect to any Common Stock.
(c) None.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The sale is to take place pursuant to a Stock Purchase Agreement between
Roche Healthcare and the Shareholders with respect to the shares of Corange.
Closing will take place, subject to applicable regulatory approvals, due
diligence investigation and other conditions precedent, on the tenth business
day after the last condition precedent is satisfied or waived or on such other
date as the parties may agree, but not earlier than June 23, 1997 or later than
June 12, 1998. There can be no assurance that all conditions precedent will be
satisfied or waived or that closing will occur. There is no agreement
specifically relating to securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
Page 5 of 8 Pages
<PAGE>
SCHEDULE A
The following table sets forth the name, citizenship, present principal
occupation or employment and material occupations, positions, offices or
employment for the past five years of each director and executive officer of
Corange. Unless otherwise indicated below, each individual has held his or her
position for more than the past five years.
Curt Engelhorn Bermuda Director and Chairman; address: 22 Church
Street, HM11, P.O. Box HM2026, Hamilton,
Bermuda, HM HX
James A. Lent United States Director; Chairman of the Board and Chief
Executive Officer, DePuy, Inc.; address: 700
Orthopaedic Drive, Warsaw, Indiana 46581
Gerald H. Moller Germany Director; President and Chief Executive
Officer, Boehringer Mannheim Group; Chairman
of the Supervisory Board, Boehringer
Mannheim GmbH; Chairman of the Board,
Boehringer Mannheim Corp.; address: Corange
International Holdings BV, Tripolis Building
100, Burgerweeshuispad 141, NL-1076 EW,
Amsterdam, The Netherlands
Anthony Williams United States Director, Vice Chairman and Secretary;
Chairman of the Executive Committee, Coudert
Brothers; address: 1114 Avenue of the
Americas, New York, New York 10036
Michael J. Drew Bermuda Secretary; President, Schroders (Bermuda)
Limited (1969-1994); address: 22 Church
Street, HM11, P.O. Box HM2026, Hamilton,
Bermuda, HM HX
Page 6 of 8 Pages
<PAGE>
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: June 3, 1997
CORANGE LIMITED
By: /s/ Anthony Williams
------------------------
Name: Anthony Williams
Title: Vice Chairman
Page 7 of 8 Pages
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
- ------- ----------------
None.
Page 8 of 8 Pages
