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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D) (4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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RHONE-POULENC RORER INC.
(NAME OF SUBJECT COMPANY)
RHONE-POULENC RORER INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, WITHOUT PAR VALUE
(TITLE OF CLASS OF SECURITIES)
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76242T 10 4
(CUSIP NUMBER OF CLASS OF SECURITIES)
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RICHARD T. COLLIER, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
RHONE-POULENC RORER INC.
500 ARCOLA ROAD
COLLEGEVILLE, PENNSYLVANIA 19426
(610) 454-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATION ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
MARGARET L. WOLFF, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
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This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, dated August 22, 1997 (the "Schedule 14D-9"), of
Rhone-Poulenc Rorer Inc., a Pennsylvania corporation (the "Company" or "RPR"),
filed in connection with the Offer to Purchase as set forth in the Schedule
14D-9. Capitalized terms used herein shall have the definitions set forth in
the Schedule 14D-9 unless otherwise provided herein.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
The response to Item 9 is hereby amended and supplemented by adding the
following:
EXHIBIT NO.
(a)(14) Communications Package to Non-Employee Holders of Company Stock
Options (incorporated by reference to Exhibit (a)(15) to Amendment No.
2 to Purchaser's Tender Offer Statement on Schedule 14D-1, dated
September 10, 1997).
(a)(15) Communications Package to Holders of Company Stock Options in the
United Kingdom (incorporated by reference to Exhibit (a)(16) to
Amendment No. 2 to Purchaser's Tender Offer Statement on Schedule 14D-
1, dated September 10, 1997).
(a)(16) Communications Package to Participants in the Company's 401(k) Savings
Plan (incorporated by reference to Exhibit (a)(12) to Amendment No. 2
to Purchaser's Tender Offer Statement on Schedule 14D-1, dated
September 10, 1997).
(a)(17) Communications Package to Participants in the Company's Centeon Plan
(incorporated by reference to Exhibit (a)(13) to Amendment No. 2 to
Purchaser's Tender Offer Statement on Schedule 14D-1, dated September
10, 1997).
(a)(18) Letter to Participants in the Company's Dividend Reinvestment Plan
(incorporated by reference to Exhibit (a)(14) to Amendment No. 2 to
Purchaser's Tender Offer Statement on Schedule 14D-1, dated September
10, 1997).
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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 Rorer Inc.
By: /s/ Michel de Rosen
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Name: Michel de Rosen
Title:Chairman and Chief
Executive Officer
Dated: September 10, 1997
2
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EXHIBIT INDEX
EXHIBIT NO.
(a)(14) Communications Package to Non-Employee Holders of Company Stock
Options (incorporated by reference to Exhibit (a)(15) to Amendment No.
2 to Purchaser's Tender Offer Statement on Schedule 14D-1, dated
September 10, 1997).
(a)(15) Communications Package to Holders of Company Stock Options in the
United Kingdom (incorporated by reference to Exhibit (a)(16) to
Amendment No. 2 to Purchaser's Tender Offer Statement on Schedule 14D-
1, dated September 10, 1997).
(a)(16) Communications Package to Participants in the Company's 401(k) Savings
Plan (incorporated by reference to Exhibit (a)(12) to Amendment No. 2
to Purchaser's Tender Offer Statement on Schedule 14D-1, dated
September 10, 1997).
(a)(17) Communications Package to Participants in the Company's Centeon Plan
(incorporated by reference to Exhibit (a)(13) to Amendment No. 2 to
Purchaser's Tender Offer Statement on Schedule 14D-1, dated September
10, 1997).
(a)(18) Letter to Participants in the Company's Dividend Reinvestment Plan
(incorporated by reference to Exhibit (a)(14) to Amendment No. 2 to
Purchaser's Tender Offer Statement on Schedule 14D-1, dated September
10, 1997).
