Page 1 of 16
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Rochester Medical Corporation
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
771497104
(CUSIP Number)
E.R. Squibb & Sons, Inc.
100 Headquarters Park Drive
Skillman, New Jersey 08558
(908) 281-2370
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 11, 1995
(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 Statement because of Rule
13d-1(b)(3) or (4), check the following box: o
Check the following box if a fee is being paid with this Statement: |X|
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, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section of the Exchange Act but shall be subject to all other provisions
of the Exchange Act.
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Page 2 of 16
SCHEDULE 13D
- -----------------------------------------------
CUSIP No. 771497104
- -----------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.R. SQUIBB & SONS, INC.
I.R.S. Employer Identification Number 13-6121983
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED o
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 157,895
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
PERSON 157,895
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,895
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
5.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
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CUSIP No. 771497104 Page 3 of 16
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates
is the common stock, without par value (the "Common Stock"), of Rochester
Medical Corporation, a Minnesota corporation (the "Issuer"), which has its
principal executive offices at 1500 Second Avenue N.W., Stewartville, Minnesota
55976.
Item 2. Identity and Background.
This Statement is being filed by E.R. Squibb & Sons, Inc., a
Delaware corporation (the "Company"), and a wholly-owned subsidiary of
Bristol-Myers Squibb Company, a Delaware corporation ("Bristol-Myers Squibb").
The Company conducts its principal business and maintains its principal office
at 100 Headquarters Park Drive, Skillman, New Jersey 08558. The Company is a
leading manufacturer and marketer of ostomy and modern wound care products and a
comprehensive provider of skin care, infection control, contamination control
and incontinence care products.
The name, business address, present principal occupation or
employment and citizenship of each executive officer and director of each of the
Company and Bristol-Myers Squibb are set forth on Schedule A hereto which is
incorporated herein by reference. During the past five years, neither the
Company, Bristol-Myers Squibb nor, to the best knowledge of the Company, any of
their respective executive officers or directors (i) has been convicted in a
criminal proceeding (excluding traffic violations or 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,
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CUSIP No. 771497104 Page 4 of 16
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.
Items 3. Source and Amount of Funds or Other Consideration.
The Company beneficially owns 157,895 shares of Common Stock
pursuant to the terms of the Convertible Loan Agreement, dated as of August 11,
1995, by and between the Company and the Issuer (the "Convertible Loan
Agreement") , under which the Company loaned to the Issuer the principal amount
of $3,000,000. The Convertible Loan Agreement provides that the Company has the
right to convert at any time prior to repayment any and all amounts, including
accrued interest, then outstanding under the Convertible Loan Agreement into
Common Stock at a conversion price of $19.00 per share. The principal amount of
the loan was funded using the Company's working capital.
Item 4. Purpose of Transaction.
On August 11, 1995, the Company and the Issuer entered into
the Convertible Loan Agreement pursuant to which the Company loaned to the
Issuer the principal amount of $3,000,000 (the "Loan"). The proceeds of the Loan
are to be used by the Issuer as working capital. The Loan is unsubordinated and,
pursuant to the Security Agreement, dated as of August 11, 1995, by and between
the Issuer and the Company (the "Security Agreement"), is secured by a pledge of
substantially all of the assets of the Issuer, with the exception of the
Issuer's intellectual property. The Loan bears interest at the rate of 9.5% per
annum compounded annually and matures on August 11, 2000.
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CUSIP No. 771497104 Page 5 of 16
Pursuant to the terms of the Convertible Loan Agreement, the
Company has the right to convert at any time prior to repayment any and all
amounts, including accrued interest, then outstanding under the Convertible Loan
Agreement into Common Stock at a conversion price of $19.00 per share (the
"Conversion Rights").
Simultaneous with the execution and delivery of the
Convertible Loan Agreement and the Security Agreement, the Company and the
Issuer entered into the Distribution and Co-Development Agreement (the
"Distribution Agreement") pursuant to which the Company and the Issuer formed a
strategic alliance in connection with the marketing of the Issuer's products.
The Distribution Agreement grants to the Company, subject to certain obligations
and limitations imposed by the Issuer's other distribution agreements,
co-exclusive worldwide rights to market the Issuer's current products, products
in development and certain future products under the Company's brand name. The
Company's marketing rights are co-exclusive with those of the Issuer, which
retains the worldwide rights to market its products under the Issuer's own brand
name.
The Distribution Agreement provides that the Company will
purchase all of its requirements of certain of the Issuer's products from the
Issuer, and the Issuer will provide all manufacturing and packaging of the
Issuer's products for the Company. The Distribution Agreement also provides that
in the event that the Issuer is unable to supply the Company's requirements for
products for any reason other than a shortage of raw materials, the Company will
be granted a license to the Issuer's technologies for purposes of manufacturing
the Issuer's products. In addition, the Issuer and the Company may agree to work
cooperatively to develop additional urology and incontinence products.
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CUSIP No. 771497104 Page 6 of 16
Under the terms of the Distribution Agreement, the Issuer is
obligated to offer the Company a right of first refusal on all future products,
and prior to entering into a distribution agreement for any such product with a
third party, the Issuer must offer the Company a final opportunity to market
such product on terms no less favorable to the Company than those offered to the
third party.
The Distribution Agreement has an initial five year term
through August 31, 2000. The Company may, at its option, renew the Distribution
Agreement for an additional five-year term, and may thereafter renew the
Distribution Agreement for up to five additional one-year renewal periods.
Either party may terminate the Distribution Agreement only upon the other
party's material breach of the Distribution Agreement, bankruptcy or insolvency,
or inability to perform under the Distribution Agreement for a period of more
than six months. The Distribution Agreement may not be terminated in the event
that a third party acquires the Issuer. The Issuer has agreed to indemnify the
Company against certain liabilities, including any patent infringement claims by
third parties.
The entering into by the Company of the Convertible Loan
Agreement was, among other things, in consideration for the Issuer entering into
the Distribution Agreement and granting to the Company the rights set forth
therein.
Except as set forth in this Item 4 and as otherwise
contemplated by the Convertible Loan Agreement, neither the Company,
Bristol-Myers Squibb nor, to the best knowledge of the Company, any of their
respective executive officers or directors, has any other present plans or
proposals which would result in or relate to any of the actions described in
paragraphs (a) through (j) of Item 4 of Schedule 13D under the Exchange Act.
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CUSIP No. 771497104 Page 7 of 16
Item 5. Interest in Securities of the Issuer.
To the best knowledge of the Company, the Issuer has
outstanding [2,724,000] shares of Common Stock. Under the terms of the
Convertible Loan Agreement, the Company beneficially owns 157,895 shares of
Common Stock representing approximately 5.5% of the outstanding shares of Common
Stock of the Issuer after giving effect to the conversion of the loan. Except as
set forth in this Item 5 and on Schedule B attached hereto which is incorporated
herein by reference, neither the Company, Bristol-Myers Squibb, nor, to the best
knowledge of the Company, any of their respective executive officers or
directors owns any shares of Common Stock.
Pursuant to the Convertible Loan Agreement, if the Company
were to exercise its Conversion Rights (i) the Company would have the sole power
to vote or to direct the vote of 157,895 shares of Common Stock and (ii) the
Company would have the sole power to dispose or direct the disposition of
157,895 shares of Common Stock.
Except as set forth on Schedule B attached hereto which is
incorporated herein by reference, neither the Company, Bristol-Myers Squibb nor,
to the best knowledge of the Company, any of their respective executive officers
or directors has effected any transaction in shares of Common Stock during the
past sixty (60) days.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to
Securities of the Issuer.
Except for the Convertible Loan Agreement, each of the
Company, Bristol- Myers Squibb and, to the best knowledge of the Company, their
respective executive officers
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CUSIP No. 771497104 Page 8 of 16
and directors is not a party to any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Convertible Loan Agreement, dated as of August 11,
1995, by and between E.R. Squibb & Sons, Inc.
(through its ConvaTec division) and Rochester Medical
Corporation. (Incorporated by reference to Exhibit
4.11 to Rochester Medical Corporation's Quarterly
Report on Form 10- QSB for the quarter ended June 30,
1995.)
Exhibit 2. Security Agreement, dated as of August 11, 1995,
by and between Rochester Medical Corporation and E.R.
Squibb & Sons, Inc. (through its ConvaTec division).
(Incorporated by reference to Exhibit 10.23 to
Rochester Medical Corporation's Quarterly Report on
Form 10-QSB for the quarter ended June 30, 1995.)
Exhibit 3. Distribution and Co-Development Agreement, dated
August 11, 1995, by and between E.R. Squibb & Sons,
Inc. (through its ConvaTec division) and Rochester
Medical Corporation. (Incorporated by reference to
Exhibit 10.22 to Rochester Medical Corporation's
Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1995.)
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CUSIP No. 771497104 Page 9 of 16
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: October 11, 1995
E.R. SQUIBB & SONS, INC.
By:/s/ J. EDWARD PENICK, JR.
--------------------------
J. Edward Penick, Jr.
Vice President and Assistant Secretary
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CUSIP No. 771497104 Page 10 of 16
SCHEDULE A
The following information sets forth the name, citizenship,
business address and present principal occupation of each of the directors and
executive officers of the Company and Bristol-Myers Squibb. Each of the
directors and executive officers of the Company and Bristol-Myers Squibb is a
citizen of the United States, except for Joachim H. von Roy who is a citizen of
Germany. Each of the Company's executive officer's business address is 100
Headquarters Park Drive, Skillman, New Jersey 08558, and each of Bristol- Myers
Squibb's executive officer's business address is 345 Park Avenue, New York, New
York 10154, in either case unless otherwise indicated.
Name and Business Address Present Principal Occupation
- ------------------------- ----------------------------
Directors of E.R. Squibb & Sons,
Inc.
- --------------------------------
Joel M. Lasker Senior Vice President and Senior Counsel -
Bristol-Myers Squibb Company Bristol-Myers Squibb Pharmaceutical
Route 206 & Province Line Road Group; Associate General Counsel - Bristol-
Princeton, New Jersey 08540 Myers Squibb Company
John L. McGoldrick General Counsel and Senior Vice President,
Bristol-Myers Squibb Company Corporate Staff - Bristol-Myers Squibb
345 Park Avenue Company
New York, New York 10154
Frederick S. Schiff Controller and Vice President, Corporate
Bristol-Myers Squibb Company Staff - Bristol-Myers Squibb Company
345 Park Avenue
New York, New York 10154
Officers of E.R. Squibb & Sons,
Inc.
- -------------------------------
Kenneth E. Weg President
Dennis R. Raney Vice President and Controller
Harrison M. Bains, Jr. Vice President and Treasurer
Samuel L. Barker Vice President
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CUSIP No. 771497104 Page 11 of 16
Andrew G. Bodnar Vice President
Alice C. Brennan Vice President and Secretary
Louis T. DiFazio Vice President
Robert N. Endries Vice President and Assistant Secretary
Kenneth M. Given Vice President
Conan P. Grames Vice President
David R. Hannay Vice President
Joel M. Lasker Vice President and Assistant Secretary
Paul Lorenzo Vice President
Thomas Ludlam, Jr. Vice President
John L. McGoldrick Vice President
Joseph P. Nirschl Vice President
J. Edward Penick, Jr. Vice President and Assistant Secretary
Thomas M. Primm Vice President
Sol I. Rajfer Vice President
Leon E. Rosenberg, M.D. Vice President
Frederick S. Schiff Vice President
Eileen S. Silvers Vice President
Kenneth A. Sloan Vice President
Joseph G. Solari, Jr. Vice President
Mark D. Speaker Vice President and Assistant Secretary
Harlen D. Stauffer Vice President
Directors of Bristol-Myers Squibb
Company
- ---------------------------------
Charles A. Heimbold, Jr. Chairman of the Board, President and Chief
Bristol-Myers Squibb Company Executive
345 Park Avenue
New York, New York 10154
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CUSIP No. 771497104 Page 12 of 16
Michael F. Mee Chief Financial Officer, Senior Vice
Bristol-Myers Squibb Company President, Corporate Staff
345 Park Avenue
New York, New York 10154
Frederick S. Schiff Controller and Vice President, Corporate
Bristol-Myers Squibb Company Staff
345 Park Avenue
New York, New York 10154
Robert E. Allen Chairman and Chief Executive Officer
AT&T Company
295 North Maple Avenue
Basking Ridge, NJ 07920
Michael E. Autera Executive Vice President
Bristol-Myers Squibb Company
345 Park Avenue
New York, New York 10154
Ellen V. Futter President
American Museum of Natural History
Central Park West at 79th Street
New York, NY 10024
Louis V. Gerstner, Jr. Chairman of the Board and Chief Executive
IBM Corporation Officer
Old Orchard Road
Armonk, NY 10504
John D. Macomber President
JDM Investment Group
2806 N. Street, N.W.
Washington, DC 20007
James D. Robinson III President
J.D. Robinson Inc.
126 East 56th Street
New York, NY 10022
Andrew C. Sigler Chairman and Chief Executive Officer
Champion International Corporation
One Champion Plaza
Stamford, CT 06921
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CUSIP No. 771497104 Page 13 of 16
Louis W. Sullivan, M.D. President
Morehouse School of Medicine
720 Westview Drive, S.W.
Atlanta, GA 30310-1495
Kenneth E. Weg Executive Vice President and President,
Bristol-Myers Squibb Company Bristol-Myers Squibb Pharmaceutical Group
345 Park Avenue
New York, NY 10154
Officers of Bristol-Myers Squibb
Company
- --------------------------------
Charles A. Heimbold, Jr. Chairman of the Board, Director, President
and Chief Executive Officer
Michael E. Autera Executive Vice President and Director
Harrison M. Bains, Jr. Treasurer and Vice President, Corporate
Staff
Samuel L. Barker, Ph.D. President, Bristol-Myers Squibb U.S.
Pharmaceuticals
Stephen E. Bear President, Worldwide Consumer Medicines
Andrew G. Bodnar, M.D. Vice President, Medical and Legal Affairs,
Corporate Staff
Alice C. Brennan Corporate Secretary and Vice President,
Corporate Staff
Jack M. Cooper Vice President, Information Management,
Corporate Staff
Peter R. Dolan President, Mead Johnson Nutritional Group
Richard A. Druckman Vice President, Strategic Planning,
Corporate Staff
Terence N. Furness President, Zimmer, Inc.
John D. Glover Vice President, Corporate Security,
Corporate Staff
Samuel A. Hamad President, Bristol-Myers Squibb
Pharmaceuticals - Intercontinental
Donald J. Hayden, Jr. Senior Vice President, Worldwide Franchise
Management and Business Development
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CUSIP No. 771497104 Page 14 of 16
Thomas M. Hellman, Ph.D. Vice President, Environmental Affairs,
Occupational Health and Safety, Corporate
Staff
E. Lynn Johnson Senior Vice President, Corporate Staff
George P. Kooluris Senior Vice President, Corporate
Development, Corporate Staff
Margaret E. Maruschak Vice President, Issues Management,
Corporate Staff
John L. McGoldrick General Counsel and Senior Vice President,
Corporate Staff
Michael F. Mee Chief Financial Officer and Senior Vice
President, Corporate Staff
Leon E. Rosenberg, M.D. President, Bristol-Myers Squibb
Pharmaceutical Research Institute
Stephen I. Sadove President, Worldwide Clairol
Frederick S. Schiff Controller and Vice President, Corporate
Staff
Eileen S. Silvers Vice President, Taxes, Corporate Staff
John L. Skule Vice President, Public Affairs, Corporate
Staff
Joseph G. Solari, Jr. President, ConvaTec and President, Bristol-
Myers Squibb Medical Products Group
Charles G. Tharp, Ph.D. Senior Vice President, Human Resources,
Corporate Staff
Richard L. Thompson Vice President, Government Affairs,
Corporate Staff
Joachim H. von Roy President, Bristol-Myers Squibb
Pharmaceuticals - Europe
Kenneth E. Weg Executive Vice President and Director,
President, Bristol-Myers Squibb
Pharmaceutical Group
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CUSIP No. 771497104 Page 15 of 16
SCHEDULE B
Shares of Common Stock Owned
None.
Transactions in Shares of Common Stock
during the Last 60 Days
None.
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CUSIP No. 771497104 Page 16 of 16
EXHIBIT INDEX
Exhibit
Number Document
- -------- --------
1 Convertible Loan Agreement, dated as of August 11,
1995, by and between E.R. Squibb & Sons, Inc.
(through its ConvaTec division) and Rochester Medical
Corporation. (Incorporated by reference to Exhibit
4.11 to Rochester Medical Corporation's Quarterly
Report on Form 10- QSB for the quarter ended June 30,
1995.)
2 Security Agreement, dated as of August 11, 1995, by
and between Rochester Medical Corporation and E.R.
Squibb & Sons, Inc. (through its ConvaTec division).
(Incorporated by reference to Exhibit 10.23 to
Rochester Medical Corporation's Quarterly Report on
Form 10-QSB for the quarter ended June 30, 1995.)
3 Distribution and Co-Development Agreement, dated as
of August 11, 1995, by and between E.R. Squibb &
Sons, Inc. (through its ConvaTec division) and
Rochester Medical Corporation. (Incorporated by
reference to Exhibit 10.22 to Rochester Medical
Corporation's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1995.)
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