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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 3
DEPUY, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
-----------------------
249726 10 0
(Cusip Number)
CORANGE LIMITED
CORANGE INTERNATIONAL
LIMITED
CORANGE INTERNATIONAL
HOLDING B.V.
PHARMINVEST S.A.
(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)
November 2, 1998
(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 statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
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
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
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
CUSIP No. 249726 10 0 Page ____ of ____ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CORANGE INTERNATIONAL 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
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
CUSIP No. 249726 10 0 Page ____ of ____ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CORANGE INTERNATIONAL HOLDING B.V.
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
THE NETHERLANDS
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
CUSIP No. 249726 10 0 Page ____ of ____ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHARMINVEST S.A.
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
LUXEMBOURG
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
*Introduction
Corange Limited ("Corange") hereby amends and supplements its Report on
Schedule 13D, originally filed on June 3, 1997 and amended by Amendment No. 1
on March 31, 1998 and Amendment No. 2 on July 28, 1998 (as amended, the
"Schedule 13D") with respect to shares of common stock, $.01 par value (the
"Shares") of DePuy, Inc. (the "Company"). On July 21, 1998, Corange, Corange
International Limited ("CIL"), Corange International Holding B.V. ("CIHBV") and
Pharminvest S.A. ("Pharminvest", and together with Corange, CIL and CIHBV, the
"Sellers"), all indirect wholly owned subsidiaries of Roche Holding Ltd,
entered into a Stockholder Agreement (the "Stockholder Agreement") with Johnson
& Johnson ("Parent") and LIB Acquisition Corp., a wholly owned subsidiary of
Parent (the "Purchaser"), pursuant to which Sellers agreed with Parent and the
Purchaser to sell to the Purchaser, at a price of $35 per Share, all the Shares
owned by Sellers representing an aggregate of 83,000,000 Shares or
approximately 84% of the Shares outstanding as of July 21, 1998.
On November 2, 1998, the sale of the Shares by Sellers to Purchaser
pursuant to the Stockholder Agreement was consummated.
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. Security and Issuer.
This Schedule 13D relates to Common Stock, $.01 par value per share of
DePuy, Inc. The issuer is DePuy, Inc., a Delaware corporation. The address of
the issuer's principal executive office is 700 Orthopaedic Drive, Warsaw,
Indiana 46580.
Item 2. Identity and Background
On March 5, 1998, Roche Healthcare Limited, a Bermuda corporation ("RHL"),
consummated its acquisition of all of the outstanding capital stock of Corange
(the "Acquisition"). At the time of the Acquisition, Corange owned, directly
and through its direct and indirect wholly-owned subsidiaries, 83,000,000
Shares.
Each of RHL, Corange, CIL, CIHBV and Pharminvest is an indirect 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. RHL, Corange, CIL, CIHBV, Pharminvest, Holding and Dr. Sacher are
herein referred to collectively as the "Reporting Persons".
The address of the principal offices of RHL is Church & Parliament Its.,
Hamilton, HM 12, Bermuda. The address of the principal offices of Holding is
Grenzacherstrasse 124, Basel 4070, 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, D, E and F 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-F (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 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 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of the Transaction.
The information set forth in "Introduction" is incorporated herein by
reference. Other than as contemplated by the Stockholder Agreement, the Offer
and the Merger Agreement, Sellers have no plans which relate to or would result
in any transaction described in Schedule 13D, item 4(a) - (j).
Item 5. Interest in Securities of Issuer.
(a)-(b) The information set forth on the inside cover pages is
incorporated herein by reference.
(c) None.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The information set forth in "Introduction" is incorporated herein by
reference. The sale of Shares by Sellers took place pursuant to the Offer which
was made pursuant to the Merger Agreement.
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: November 12, 1998
CORANGE LIMITED
By: /s/ George Burch
-------------------------------------
Name: George Burch
Title: Director
CORANGE INTERNATIONAL LIMITED
By: /s/ George Burch
-------------------------------------
Name: George Burch
Title: Director
CORANGE INTERNATIONAL HOLDING B.V.
By: /s/ W.J. van der Hoek
-------------------------------------
Name: W.J. van der Hoek
Title: Director
PHARMINVEST S.A.
By: /s/ Dr. Jurgen Friedrich
-------------------------------------
Name: Dr. Jurgen Friedrich
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 RHL. 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 B
Executive Officers and Directors(*)
of
Corange International Limited
The names of the Directors and the names and titles of the Executive
Officers of CIL 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 RHL. 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
Corange International Holding B.V.
The names of the Directors and the names and titles of the Executive
Officers of CIHBV and their business addresses and principal occupations are
set forth below.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
Peter Bieri...............................................Member of the Board
Willem J. van der Hoek....................................Member of the Board
Aart Cooiman..............................................Member of the Board
SCHEDULE D
Executive Officers and Directors(*)
of
Pharminvest S.A.
The names of the Directors and the names and titles of the Executive
Officers of Pharminvest and their business addresses and principal occupations
are set forth below.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
Dr. Jurgen Friedrich......................................Chairman of the Board
Peter Bieri...............................................Member of the Board
Willem J. van der Hoek....................................Member of the Board
SCHEDULE E
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 RHL. 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 F
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.
Business Address
- ----------------
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, Chief
Executive Officer, 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. Otto Meile...............................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
