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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
DEPUY, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
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249726 10 0
(Cusip Number)
CORANGE LIMITED
(Name of Persons Filing Statement)
Peter R. Douglas
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Tel No.: 212-450-4000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 5, 1998
(Date of Event which Requires Filing of this Statement)
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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 statement because of Rule 13d-1(b)(3) or (4), check
the following: [ ]
Check the following box if a fee is being paid with this
statement: [ ]
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SCHEDULE 13D
CUSIP No. 249726 10 0 Page ____ of ____ Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CORANGE LIMITED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
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
7 SOLE VOTING POWER
83,000,000
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH 0
REPORTING PERSON WITH
9 SOLE DISPOSITIVE POWER
83,000,000
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)
84.03%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
Corange Limited ("Buyer") hereby amends and supplements its
Report on Schedule 13D, originally filed on June 3, 1997 (the "Schedule 13D")
with respect to shares of common stock, $.01 par value (the "Shares") of
DePuy, Inc. (the "Company").
Unless otherwise indicated, each capitalized terms used but not
defined herein shall have the meaning assigned to such term in the Schedule
13D.
Item 1. Identity and Background
On March 5, 1998, Roche Healthcare Limited, a Bermuda
corporation ("Purchaser"), consummated its acquisition of all of the
outstanding capital stock of Buyer (the "Acquisition"). At the time of the
Acquisition, Buyer owned, directly and through its direct and indirect
wholly-owned subsidiaries, 83,000,000 Shares.
Purchaser is a wholly owned subsidiary of Roche Finance Ltd, a
Swiss corporation ("Finance"), which, in turn, is a wholly owned subsidiary of
Roche Holding Ltd, a Swiss corporation ("Holding"). Dr. h.c. Paul Sacher, an
individual and citizen of Switzerland ("Dr. Sacher") has, pursuant to an
agreement, the power to vote a majority of the voting securities of Holding.
Buyer, Purchaser, Finance, Holding and Dr. Sacher are herein referred to
collectively as the "Reporting Persons".
The address of the principal offices of Purchaser is Church &
Parliament Sts., Hamilton, HM 12, Bermuda. The address of the principal
offices of Finance is Grenzacherstrasse 122, Basel, Switzerland. The address
of the principal offices of Holding is Grenzacherstrasse 124, Basel 4002,
Switzerland. The business address of Dr. Sacher is Haus auf Burg,
Muensterplatz 4, Basel 4051, Switzerland.
The name, citizenship, present principal occupation and
material position held during the last five years of each of the officers and
directors of each Reporting Person are set forth on Schedules A, B, C and D
hereto. During the last five years, none of the Reporting Persons, nor to
the knowledge of the Reporting Persons, any of the persons listed in Schedules
A-D (i) has been convicted in a 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 orfinal 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 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of the Transaction.
The purpose of the Acquisition was to acquire control of Buyer.
The Company has agreed to elect two designees of Holding to the Board of
Directors of the Company. Other than as disclosed herein, none of the
Reporting Persons has any plans or proposals which relate to or would result
in any of the events set forth in Item 4(a)-(j) of Schedule 13D.
Item 5.
(a)-(b) The information set forth on the inside cover page
hereof in rows 11 and 13 is incorporated herein by reference.
(c) None.
(d) None.
(e) Not applicable.
Item 6.
None.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: April 3, 1998
CORANGE LIMITED
By: /s/ John R. Talbot
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Name: John R. Talbot
Title: Director
SCHEDULE A
Executive Officers and Directors(*)
of
Corange Limited
The names of the Directors and the names and titles of the
Executive Officers of Corange and their business addresses and principal
occupations are set forth below. If no address is given, the Director's or
Executive Officer's business address is that of Purchaser. Each individual is
a citizen of Bermuda.
Name, Business Address Present Principal Occupation
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John R. Talbot.................... Member of the Board
Graham Collis..................... Member of the Board
George Burch...................... Member of the Board
C.F. Alexander Cooper............. Member of the Board
Nicolas Trollope.................. Alternate Director
SCHEDULE B
Executive Officers and Directors(*)
of
Roche Healthcare Limited
The names of the Directors and the names and titles of the
Executive Officers of Roche Healthcare Limited and their business addresses
and principal occupations are set forth below. If no address is given, the
Director's or Executive Officer's business address is that of Purchaser. Each
individual is a citizen of Bermuda.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
John R. Talbot.................... Member of the Board
Graham Collis..................... Member of the Board
George Burch...................... Member of the Board
C.F. Alexander Cooper............. Member of the Board
Nicolas Trollope.................. Alternate Director
SCHEDULE C
Executive Officers and Directors(*)
of
Roche Finance Ltd
The names of the Directors and the names and titles of the
Executive Officers of Roche Finance Ltd and their business addresses and
principal occupations are set forth below. If no address is given, the
Director's or Executive Officer's business address is that of Roche Holding
Ltd. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to Roche Holding Ltd and each individual is a Swiss
citizen.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
*Mr. Fritz Gerber................. Chairman of the Board
(President)
*Dr. Andres F. Leuenberger........ Vice President of the Board
*Dr. Henri B. Meier............... Chief Financial Officer
SCHEDULE D
Executive Officers and Directors(*)
of
Roche Holding Ltd
The names of the Directors and the names and titles of the
Executive Officers of Roche Holding Ltd and their business addresses and
principal occupations are set forth below. If no address is given, the
Director's or Executive Officer's business address is that of Roche Holding
Ltd. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to Roche Holding Ltd and each individual is a Swiss
citizen, except that Prof. Knowles is a British citizen and Mr. Belingard is a
French citizen.
Business Address
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Roche Holding Ltd
Grenzacherstrasse 124
CH-4070 Basel
Name Present Principal Occupation
- ---- ----------------------------
Dr. h.c. Fritz Gerber................. Executive Chairman of the Board of
Directors
Dr. Andres F. Leuenberger............. Vice Chairman of the Board of
Directors
Rolf Hanggi........................... Vice Chairman of the Board of Directors
Andre Hoffmann........................ Member of the Board of Directors,
Ashwood Associates Venture Capitalist
17 Cromwell Place
London SW7 2LA, England
Dr. Franz B. Humer.................... Member of the Board of Directors,
Chairman of the Corporate Executive
Committee, Head of Pharmaceuticals
Division
Dr. Henri B. Meier.................... Member of the Board of Directors and
Executive Committee, Group Chief
Financial Officer
Dr. Andreas Oeri...................... Member of the Board of Directors,
Clarahofweg 19a Surgeon
4005 Basel, Switzerland
Prof. Dr. jur. Kurt Jenny............. Member of the Board of Directors,
Aeschengraben 18 Lawyer
4051 Basel, Switzerland
Prof. Dr. Werner Stauffacher.......... Member of the Board of Directors,
Head of Department of Research Head of Department of Research,
University of Basel University of Basel
Hebelstrasse 32
4056 Basel, Switzerland
Prof. Charles Weissmann............... Member of the Board of Directors,
Institut fur Molekularbiologie I Professor, University of Zurich
der Universitat Zurich
Hoenggerberg
8093 Zurich, Switzerland
Dr. Markus Altwegg.................... Member of the Executive Committee,
Head of Roche Pharma Switzerland
Mr. Jean-Luc Belingard................ Member of the Executive Committee,
Head of Diagnostics Division
Dr. Roland Bronnimann................. Member of the Executive Committee,
Head of Vitamins and Fine
Chemicals Division
Prof. Dr. Jonathan Knowles............ Member of the Executive Committee,
Head of Global Pharmaceutical
Research
Dr. Kuno Sommer....................... Member of the Executive Committee,
Head of Fragrances and Flavours
Division
Dr. Gerald Moller Member of the Executive Committee,
Head of Pharmaceutical
Development
