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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Warner Chilcott Public Limited Company
(Name of Issuer)
American Depositary Receipts for Ordinary Shares of the Par Value of $0.05
Each of Warner Chilcott Public Limited Company (ADRs)
(Title of Class of Securities)
934435207
(CUSIP Number)
Mark R. Beatty
Preston Gates & Ellis LLP
701 Fifth Avenue, Suite 5000
Seattle, Washington 98104
(206) 623-7580
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
*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
disclosures 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).
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CUSIP No.: 934435207
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1 NAME OF REPORTING PERSON
Castle Gate L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
----------------
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
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5 SOLE VOTING POWER
NUMBER OF SHARES 1,205,539
BENEFICIALLY ----------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON ----------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
1,205,539
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8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,205,539
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7%
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12 TYPE OF REPORTING PERSON
CO
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2
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CUSIP No.: 934435207
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1 NAME OF REPORTING PERSON
William H. Gates III
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
----------------
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
NUMBER OF SHARES 1,518,039
BENEFICIALLY ----------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON ----------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
1,518,039
----------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,518,039
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.2%
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12 TYPE OF REPORTING PERSON
IN
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3
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Item 1.
(a) NAME OF ISSUER: Warner Chilcott, PLC (the "Issuer")
(b) ADDRESS OF PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER:
Warner Chilcott, PLC
Lincoln House, Lincoln Place
Dublin 2, Ireland
Item 2.
(a) NAME OF PERSON FILING:
(1) Castle Gate L.L.C. ("Company"), a limited
liability company organized under the laws of the
State of Washington
(2) William H. Gates III
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
(1) 2365 Carillon Point, Kirkland, Washington 98033
(2) One Microsoft Way, Redmond, WA 98052
(c) CITIZENSHIP:
(1) State of Washington
(2) United States
(d) TITLE OF CLASS OF SECURITIES: American Depositary Receipts for
Ordinary Shares of the Par Value of $0.05 Each of Warner
Chilcott Public Limited Company
(e) CUSIP NUMBER: 934435207
Item 3. Not Applicable.
Item 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED:
(1) 1,205,539
(2) 1,518,039. Includes ADRs owned by the Company.
(b) PERCENT OF CLASS:
(1) 9.7%
(2) 12.2%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
(1) 1,205,539.
(2) 1,518,039. Includes ADRs owned by the
Company. William H. Gates III has the sole
power to direct the vote of the ADRs owned
by the Company.
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE -0-.
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
(1) 1,205,539.
(2) 1,518,039. Includes ADRs owned by the
Company. William H. Gates III has the sole
power to direct the disposition of the
ADRs owned by the Company.
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
-0-.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable.
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Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not Applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
Item 9. NOTICE OF DISSOLUTION OF A GROUP
Not Applicable.
Item 10. CERTIFICATION
Not Applicable.
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.
February 13, 1998
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Date
Castle Gate L.L.C
By /s/ Michael Larson
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Michael Larson, Manager
The undersigned, on February 13, 1998, agrees and consents to the joint filing
on his behalf of this Schedule 13G in connection with his beneficial ownership
of the American Depositary Receipts for Ordinary Shares of the Par Value of
$0.05 Each of Warner Chilcott Public Limited Company.
/s/ William H. Gates III
By Michael Larson, Attorney in Fact
Duly authorized under Power of Attorney dated April 17, 1997, by and on
behalf of William H. Gates III
EXHIBITS
EXHIBIT 1.1 Special Power of Attorney Appointing Michael Larson Attorney in
Fact dated April 17, 1997
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EXHIBIT 1.1
SPECIAL POWER OF ATTORNEY
I, William H. Gates III, hereby appoint Michael Larson, my true and lawful
attorney in fact for purposes of my separate investment(s) to purchase, sell
(including short sales), dispose of, liquidate, transfer, exchange and/or
otherwise participate in, common or preferred stock, debt (including convertible
debt), interests or memberships in corporations, limited partnerships, limited
liability partnerships, and/or limited liability companies, subject to the
limitations stated below. I hereby give Michael Larson full power and authority
to sign, execute, deliver and acknowledge all necessary or convenient
agreements, amendments, extensions, consents, resolutions and consent
resolutions, proxies and other similar types of documents or instruments related
to any such investment(s) and to file any and all documents and forms with any
governmental office or agency, whether U.S., foreign, state or local government
(including, without limitation, the U.S. Securities & Exchange Commission and
state securities administrators or commissions), any stock exchange or stock
quotation system (including without limitation the Nasdaq Stock Market), as may
be required under applicable laws, or rules and regulations of any stock
exchange or stock quotation system, and do and perform all and every act and
thing whatsoever requisite and necessary or convenient to be done related to any
such investment(s), as fully to all intents and purposes as I might or could do
if personally present.
The powers granted herein shall not include any direct investment in real
estate, general partnerships, joint ventures and/or any investments resulting in
unlimited liability. In addition, with regard to any transaction involving an
investment (or series of related investments involving the same issuer or
affiliates of the issuer of any securities being purchased, sold, exchanged, or
transferred) for my account in excess of $50,000,000, Michael Larson shall have
first received my consent to such investment or transaction, evidenced by a
written or email communication.
This Power of Attorney may be terminated at any time by the undersigned by
providing a written or email notice of such termination to Michael Larson and to
Christopher M. Carletti, Preston Gates & Ellis LLP, 5000 Columbia Center, 701
Fifth Avenue, Seattle, WA 98104, (206) 623-7580; provided, however,
notwithstanding any of the foregoing, this Power of Attorney shall automatically
terminate and be of no further force or effect on and after the first
anniversary date of its signing. As long as any person dealing with Michael
Larson has no knowledge that this Power of Attorney has been revoked, such
person is entitled to rely upon this Power of Attorney upon Michael Larson's
representation that it is still in effect and that (if applicable) he has
received any required consent of the undersigned.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on this _____ day
of April, 1997.
/s/ William H. Gates III
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William H. Gates III
/s/ Wendy Langen /s/ Erin Stidd
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WITNESS WITNESS
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
ON THIS DAY personally appeared before me William H. Gates III, to me known
to be the individual described in and who executed the within and foregoing
instrument and acknowledged that he signed the same as his free and voluntary
act and deed for the uses and purposes therein mentioned.
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GIVEN under my hand and official seal this 17th day of April, 1997.
/s/ Molly A. Johnson
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NOTARY PUBLIC
Molly A. Johnson
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Print Name
My appointment expires: 5/22/00
[Seal or Stamp]
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