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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
RHONE-POULENC RORER INC.
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(Name of issuer)
Common Shares, without par value
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(Title of class of securities)
76242T 10 4
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(CUSIP Number)
Yves Brissy
Rhone-Poulenc S.A.
25 Quai Paul Doumer
92408 Courbevoie Cedex, France
(331) 47-68-12-34
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(Name, address, and telephone number of person
authorized to receive notices and communications)
Copies of all notices should be sent to:
Hubertus V. Sulkowski Esq.
Shearman & Sterling
12, rue d'Astorg
75008 Paris, France
(331) 44-71-17-17
June 8, 1994
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(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, and is filing this statement because of Rule
13d-1(b) (3) or (4), check the following box: / /
Check the following box if a fee is being paid with this
statement: / /
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CUSIP No. 76242T 10 4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Rhone-Poulenc S.A.
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
/ / (a)
/ / (b)
(3) SEC Use Only
(4) Source of Funds (See Instructions)
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e).
/ /
(6) Citizenship or Place of Organization France
Number of (7) Sole Voting Power 94,987,762
Shares
Beneficially (8) Shared Voting Power
Owned by
Each (9) Sole Dispositive Power 94,987,762
Reporting
Person (10) Shared Dispositive Power
With
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 94,987,762
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
/ /
(13) Percent of Class Represented by Amount in Row (11)
Approximately 68.3 % (based upon 138,986,185 shares outstanding as of
March 10, 1994 (including 2,693,700 shares in RPR's Employee Benefits
Trust), according to Rhone-Poulenc Rorer Inc.'s Proxy Statement dated
March 21, 1994).
(14) Type of Reporting Person (See Instructions) CO
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This Amendment No. 6 amends the Statement on Schedule 13D (the
"Statement on Schedule 13D") filed by Rhone-Poulenc S.A., a French societe
anonyme ("RPSA"), with the Securities and Exchange Commission and is filed to
reflect information required pursuant to Rule 13d-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, relating to
shares of common stock, without par value, of Rhone-Poulenc Rorer Inc., a
Pennsylvania corporation ("RPR" or the "Issuer"). Unless otherwise defined
herein, all capitalized terms shall have the meanings ascribed thereto in the
Statement on Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Statement on Schedule 13D is hereby amended by adding
the following:
In connection with RPSA's previously disclosed consideration of
alternative transactions involving RPR, on June 8, 1994, RPSA received a
letter (the "Letter") signed by all of the Independent Directors of RPR
pursuant to which RPSA agreed that in pursuing any acquisition and
investment opportunities that would involve combinations of businesses
with those of RPR, RPSA would engage in certain consultations with RPR
management. A copy of the Letter has been filed as an exhibit hereto and
is incorporated by reference herein. The above summary of the Letter is
qualified in its entirety by reference to the Letter.
Item 6. Contracts, Arrangements, Understandings, or
Relationships with Respect to Securities of the
Issuer
Item 6 of the Statement on Schedule 13D is hereby amended by adding
the following:
Letter Agreement
Reference is made to the Letter summarized in Item 4 and filed as an
exhibit hereto and incorporated by reference herein.
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Item 7. Material to be Filed as Exhibits.
Item 7 of the Statement on Schedule 13D is hereby
amended by adding the following exhibit:
Exhibit Description
No.
5. Letter, dated as of June 2, 1994,
from Rhone-Poulenc S.A. to the
Independent Directors of Rhone-Poulenc
Rorer Inc.
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12
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.
RHONE-POULENC S.A.
By /s/ Jean-Pierre Tirouflet
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Name: Jean-Pierre Tirouflet
Title: Executive Group Vice President
Dated: June 9, 1994
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Exhibit Index
Exhibit
No. Description
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5. Letter, dated as of June 2, 1994,
from Rhone-Poulenc S.A. to the
Independent Directors of Rhone-Poulenc
Rorer Inc.
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Exhibit 5
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Copy to other directors of RHONE-POULENC RORER INC
RHONE-POULENC S.A.
25 QUAI PAUL DOUMER
92408 COURBEVOIE CEDEX
TEL. (1) 47 58 12 34
TLX 610500 F RHONE
Mr. Michael H. JORDAN
Mr. James S. RIEPE
Edward J. STEMMLER M.D.
"As Independent Directors of"
RHONE-POULENC RORER INC.
500 Arcola Road
COLLEGEVILLE, PA 19426 (USA)
Gentlemen,
As you are aware, RHONE-POULENC SA reviews acquisition and investment
opportunities in its core business markets on a continuing basis and
certain of such opportunities may involve combinations of businesses
which may be complementary with those of RHONE-POULENC RORER INC
("RPR"). We want to assure you that before any proposal is made to an
acquisition candidate during the Standstill Period (as defined in the
Acquisition Agreement referred to below) where a combination with RPR
would be involved, we would seek the views of RPR management on the
merits of the acquisition as it relates to RPR's business and operations.
In addition, we will keep RPR management advised of the status of the
discussions and negotiations with any such acquisition candidate, and
prior to making any definitive proposal which would involve RPR, we will
consult with RPR management and obtain their approval of the terms of
any such proposal. Should the discussions with such an acquisition
candidate proceed to the point of negotiating an acquisition agreement,
the Independent Directors (as defined in the Acquisition Agreement, dated
as of March 12, 1990 between RHONE-POULENC SA and RORER GROUP INC) of RPR
would have the opportunity to review and approve the proposed terms of
such acquisition as they relate to RPR and the terms of any proposed
combination with RPR. In addition, no public announcements involving
such business combination with RPR would be made by RP without first
consulting RPR management.
Please confirm that you are in accord with the foregoing by signing in the
space provided below.
Very truly yours,
Agreed to and acknowledged as of the
2nd day of June, 1994
/s/ Michael H. JORDAN /s/ Jean-Rene FOURTOU
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Michael H. JORDAN Jean-Rene FOURTOU
Chairman
/s/ James S. RIEPE
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James S. RIEPE
/s/ Edward J. STEMMLER M.D.
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Edward J. STEMMLER M.D.
