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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 5, 1998
DEPUY, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-12229 35-1989795
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
700 Orthopaedic Drive
Warsaw, Indiana 46581-0988
(Address of principal executive offices) (Zip Code)
(219) 267-8143
(Registrant's telephone number, including area code)
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Item 1. Changes in Control of Registrant.
On March 5, 1998, Roche Healthcare Limited, a Bermuda corporation ("Roche
Healthcare"), completed the purchase of Corange Limited ("Corange"), which
(directly and through three of its direct and indirect wholly-owned
subsidiaries: Corange International Limited, Corange International Holdings B.V.
and Pharminvest S.A.) owns 83,000,000 shares of Common Stock of the Registrant,
representing approximately 84.03% of the outstanding shares of such Common
Stock. Roche Healthcare is a wholly-owned subsidiary of Roche Finance, Ltd,
a Swiss corporation, which is in turn a wholly-owned subsidiary of Roche Holding
Ltd, a Swiss corporation ("Roche Holding"). Of the aggregate purchase price
paid by Roche Healthcare for Corange, no portion thereof was specifically
allocated to the shares of DePuy owned directly or indirectly by Corange.
Roche Healthcare completed the purchase of Corange pursuant to a Stock
Purchase Agreement dated May 24, 1997 with the then shareholders of Corange.
Prior to March 5, 1998, the shares of Corange were 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 "Former Shareholders"). The family of Curt Engelhorn beneficially
owned approximately 37.3% of the shares, the family of Christof Engelhorn
beneficially owned approximately 22.3% of the shares, the family of Peter
Engelhorn beneficially owned approximately 22.3% of the shares and Christa
Gelpke beneficially owned approximately 18.0% of the shares.
In connection with the purchase of Corange, the Registrant has agreed to
elect two representatives of Roche Holding to the Board of Directors of the
Registrant. The representatives are anticipated to be Dr. h.c. Fritz Gerber,
the Executive Chairman of Roche Holding, and Dr. Franz B. Humer, the Chief
Executive Officer and head of the pharmaceuticals division of Roche Holding.
The Registrant knows of no other arrangements or understandings between Roche
Healthcare or Roche Holding and the Former Shareholders with respect to the
election of directors or other matters, nor is the Registrant aware of any
arrangements, whether by pledge or otherwise, the operation of which may at a
subsequent date result in a further change in control of the Registrant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DEPUY, INC.
Date: March 19, 1998
By: /s/ Steven L. Artusi
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Name: Steven L. Artusi
Title: Senior Vice President, General
Counsel and Secretary
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