SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
INCSTAR CORPORATION
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
453370 10 8
(CUSIP Number)
SORIN BIOMEDICA S.P.A.
Via Crescentino
13040 Saluggia (vc) ITALY
Attention: Ezio Garibaldi 011-39-161-487-311
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
- with copies to -
Frederic M. Tudor, Esq.
Sills Cummis Zuckerman Radin Tischman Epstein & Gross, P.A.
One Riverfront Plaza
Newark, New Jersey 07102
TEL: (201) 643-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 10, 1997
(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
schedule because of Rule 13d-1(b) (3) or (4), check the following box <square>.
The Exhibit Index is located on page 7 of this filing.
Page 1 of 8
<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 453370 10 8 13D Page 2 of 8 Pages
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SNIA BPD S.p.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) <check-box)
(b) <square>
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC/OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) <square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
</TABLE>
<TABLE>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
8,507,707
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
8,507,707
</TABLE>
<TABLE>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,238,427
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* <square>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.0%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
SEC 1746(6-60) *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 453370 10 8 13D Page 3 of 8 Pages
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SORIN BIOMEDICA S.p.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) <check-box>
(b) <square>
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC/OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) <square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
</TABLE>
<TABLE>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
8,507,707
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
8,507,707
</TABLE>
<TABLE>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,238,427
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* <square>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.0%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
SEC 1746(6-60) *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 453370 10 8 13D Page 4 of 8 Pages
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BIOFIN HOLDING INTERNATIONAL B.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) *
(b) <square>
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC/OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) <square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
</TABLE>
<TABLE>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
8,507,707
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
8,507,707
</TABLE>
<TABLE>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,238,427
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* <square>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.0%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
SEC 1746(6-60 *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Amendment No. 8
This Amendment is filed on behalf of Sorin Biomedica S.p.A., an Italian
corporation, and its affiliates and amends and supplements the initial Schedule
13D filed June 30, 1989, as amended by Amendment No. 1 filed August 3, 1989,
Amendment No. 2 filed August 4, 1989, Amendment No. 3 filed December 26, 1989,
Amendment No. 4 filed October 10, 1990, Amendment No. 5 filed June 18, 1991,
Amendment No. 6 filed March 17, 1993 and Amendment No. 7 filed January 24,
1997.
Item 4.PURPOSE OF THE TRANSACTION
The prior Item 4 information is supplemented as follows:
The Company announced in a press release that it signed a definitive
merger agreement with American Standard Inc. ("ASI") and certain subsidiaries
of ASI, pursuant to which each issued and outstanding share of Company Common
Stock will be exchanged for $6.32 in cash and the Company will become a wholly-
owned subsidiary of ASI. A copy of this press release is attached hereto as
EXHIBIT 1 and incorporated herein by reference. The merger is conditioned upon
consummation of the sale by Sorin of its European in vitro diagnostics business
to certain subsidiaries of ASI (with respect to which Sorin announced that
definitive documentation was also signed), as well as other customary
conditions, including obtaining shareholder approval, consents and regulatory
approvals.
Item 7.MATERIAL TO BE FILED AS EXHIBITS
The following is deemed to be filed as an exhibit to this Amendment:
Exhibit 1 Press Release dated March 10, 1997, issued by the Company.
Page 5 of 8
<PAGE>
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.
SNIA BPD S.p.A.
Dated: March 10, 1997 By: /S/ CARLO VANOLI
------------------------------
Carlo Vanoli, Authorized
Representative
SORIN BIOMEDICA S.p.A.
Dated: March 10, 1997 By: /S/ EZIO GARIBALDI
-----------------------------
Ezio Garibaldi, Authorized
Representative
BIOFIN HOLDING INTERNATIONAL B.V.
Dated: March 10, 1997 By: /S/ EZIO GARIBALDI
----------------------------
Ezio Garibaldi, Authorized
Representative
Page 6 of 8
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. PAGE
1. Press Release dated March 10, 1997 8
issued by the Company.
Page 7 of 8
<PAGE>
EXHIBIT 1
FOR RELEASE MARCH 10, 1997, 4:00 P.M. (CST)
CONTACTS:
Tom Maun, Vice President & Chief Financial Officer (612) 779-1711
Karen J. Snedeker, Neuger Henry Bartkowski Public Relations (612) 344-1000
INCSTAR CORPORATION ANNOUNCES DEFINITIVE
AGREEMENT REGARDING CASH MERGER
STILLWATER, MINNESOTA--March 10, 1997: INCSTAR Corporation (Nasdaq: ISTR)
today announced that it has signed a definitive agreement with American
Standard Inc., a wholly owned subsidiary of American Standard Companies Inc.
(NYSE: ASD), for the acquisition of INCSTAR in a one-step cash merger pursuant
to which holders of INCSTAR Common Stock would receive $6.32 per share in cash.
The parties had previously announced a memorandum of understanding on January
24, 1997, regarding the merger. The merger, which has been approved by a
Special Committee of independent directors and the board of directors of
INCSTAR, requires approval by a majority shareholder vote, satisfaction of
customary closing conditions and receipt of regulatory approvals, including
approval under the Hart-Scott-Rodino Act. The merger is also subject to the
completion by American Standard of its agreement to acquire the European
medical diagnostics business of Sorin Biomedica S.p.A., which was announced
today by American Standard.
INCSTAR is a medical immunodiagnostics company engaged in the development,
production and worldwide marketing of diagnostic tests. The Company focuses
its resources in the areas of bone and mineral metabolism, endocrinology, and
infectious and autoimmune diseases. INCSTAR markets more than 200 products
globally, through its direct sales force in North America and internationally,
through independent distributors and its affiliated company, Sorin Biomedica,
S.p.A. Sorin Biomedica, which owns 52 percent of INCSTAR, is a medical
technology company with businesses focused on the diagnostic, cardiovascular
and hemodialysis segments of the international healthcare market. INCSTAR
shares are traded on the Nasdaq National Market under the symbol ISTR.
Page 8 of 8
