<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
RHONE-POULENC RORER INC.
(NAME OF ISSUER)
Common Shares, without par value
(TITLE OF CLASS OF SECURITIES)
76242T 10 4
(CUSIP NUMBER)
Yves Brissy
Rhone-Poulenc S.A.
25, quai Paul Doumer
92408 Courbevoie Cedex, France
(331) 47-68-12-34
(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
114, avenue des Champs-Elysees
75008 Paris, France
(331) 53-89-70-00
July 2, 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 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: / /
Page 1 of 7 Pages
<PAGE> 2
- ---------------------------------------
CUSIP No. 76242T 10 4
- ---------------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Rhone-Poulenc S.A.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -------------------------------------------------------------------------------
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) TO 2(e) /_/
- -------------------------------------------------------------------------------
6 CITIZENSHIP OF PLACE OF ORGANIZATION France
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 97,169,370
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
-------------------------------------------------------------
8 SHARED VOTING POWER
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 97,169,370
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,169,370
- -------------------------------------------------------------------------------
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 68.34%, based upon a total of 142,183,974 Shares
outstanding for voting purposes as of April 30, 1997 (including
137,175,187 Shares outstanding on such date according to
Rhone-Poulenc Rorer Inc.'s Quarterly Report on Form 10-Q dated May
15, 1997, and 5,001,092 Shares in Rhone-Poulenc Rorer Inc.'s Employee
Benefits Trust and 7,695 Shares held in Rhone-Poulenc Rorer Inc.'s
treasury as of March 31, 1997, according to Rhone-Poulenc's records).
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
- -------------------------------------------------------------------------------
Page 2 of 7 Pages
<PAGE> 3
This Amendment No. 8 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:
On July 2, 1997, the Board of Directors of RPR announced that
it had formed a special committee composed of three independent directors (the
"Special Committee") who are authorized to review any proposal by RPSA with
respect to a business combination. The RPR Board indicated in its announcement
that the Special Committee had also been authorized to retain independent
advisors, including legal counsel and investment bankers. As part of its
previously announced study, RPSA intends to engage in discussions with the
Special Committee and its advisors with respect to the possible terms of any
such business combination. No assurances can be given that such discussions
will result in any proposal being made or in any agreement with the Special
Committee as to the terms of any such business combination.
Item 5. Interest in the Securities of the Issuer.
Item 5 of the Statement of Schedule 13D is hereby amended by adding the
following:
(a) As of the date of this filing, RPSA was the owner of
97,169,370 Shares, constituting approximately 68.34% of the outstanding
Shares (based upon 142,183,974 Shares outstanding as calculated above).
The following table shows the number of Shares beneficially
owned by the directors and executive officers of RPSA as of the date of
this filing and the nature of such beneficial ownership.
Page 3 of 7 Pages
<PAGE> 4
<TABLE>
<CAPTION>
Number of Shares
Number of Shares Subject to Exercisable
Beneficial Owner Owned Directly Options Issued by RPR
- ---------------- ---------------- ----------------------
<S> <C> <C>
Banque Nationale de Paris 500 0
(represented by Baudouin
Prot)
Antoine Jeancourt-Galignani 210 0
(representative of
Assurances Generales
de France)
Igor Landau 200 20,000
Michel de Rosen 8,629 58,814
Societe Generale 2,000 0
(represented by Marc
Vienot)
S.G. Equities International, 5,000 0
subsidiary of Societe
Generale
Jean-Pierre Tirouflet 0 20,000
</TABLE>
In addition, certain directors and executive officers of RPSA (6
persons in all) have the right to acquire options to purchase from RPSA
up to an aggregate of 628,500 currently issued and outstanding Shares.
(b) RPSA has the sole power to vote and dispose of 97,169,370
Shares.
Each of the directors and executive officers of RPSA listed in
paragraph (a) above has the sole power to vote and dispose of the
numbers of Shares set forth opposite his name in paragraph (a) above.
RPSA has the sole power to vote the 628,500 Shares underlying
the rights to acquire options to purchase Shares discussed in paragraph
(a) above. The directors and executive officers holding such rights have
the sole power to dispose of such rights.
(c) In addition to the transactions listed in its filing on
June 26, 1997 of Amendment No. 7 to the Statement on Schedule 13D,
RPSA has effected the following transactions in Shares during the
past 60 days:
<TABLE>
<CAPTION>
Amount
Date of Shares Price per Share Place of Trade Type of Trade
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
May 13, 1997 3,500 32.125 Private sale Sale pursuant to
option exercise
June 30, 1997 1,000 32.125 Private sale Sale pursuant to
option exercise
</TABLE>
Page 4 of 7 Pages
<PAGE> 5
BNP Arbitrage, an affiliate of the Banque Nationale de Paris, director of RPSA,
has effected the following transactions in shares of RPR during the past 60
days:
<TABLE>
<CAPTION>
Amount
Date of Shares Price per Share Place of Trade Type of Trade
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
May 8, 1997 1,000 $74.13 NYSE Open Market purchase
May 8, 1997 1,000 $74.00 NYSE Open Market sale
May 19, 1997 400 $75.25 NYSE Open Market purchase
May 19, 1997 400 $75.25 NYSE Open Market sale
May 19, 1997 400 $75.25 NYSE Open Market sale
May 27, 1997 100 $75.63 NYSE Open Market purchase
June 3, 1997 300 $75.50 NYSE Open Market purchase
June 3, 1997 1,800 $76.00 NYSE Open Market purchase
June 4, 1997 900 $77.75 NYSE Open Market sale
June 4, 1997 400 $77.63 NYSE Open Market sale
June 4, 1997 500 $77.50 NYSE Open Market sale
June 10, 1997 500 $78.63 NYSE Open Market purchase
June 10, 1997 1,000 $78.63 NYSE Open Market purchase
June 11, 1997 400 $78.63 NYSE Open Market purchase
June 11, 1997 500 $78.25 NYSE Open Market sale
June 11, 1997 100 $78.50 NYSE Open Market sale
June 11, 1997 500 $78.50 NYSE Open Market sale
June 11, 1997 200 $78.38 NYSE Open Market sale
June 12, 1997 1,000 $79.00 NYSE Open Market purchase
June 12, 1997 1,000 $79.63 NYSE Open Market sale
June 13, 1997 600 $80.50 NYSE Open Market sale
June 18, 1997 900 $79.00 NYSE Open Market purchase
June 18, 1997 400 $78.63 NYSE Open Market sale
June 19, 1997 200 $78.88 NYSE Open Market purchase
June 19, 1997 500 $79.00 NYSE Open Market sale
June 19, 1997 200 $78.88 NYSE Open Market sale
June 19, 1997 200 $78.88 NYSE Open Market sale
June 26, 1997 1,500 $90.56 NYSE Open Market purchase
June 26, 1997 2,500 $91.19 NYSE Open Market purchase
June 26, 1997 1,000 $91.06 NYSE Open Market sale
</TABLE>
Page 5 of 7 Pages
<PAGE> 6
<TABLE>
<S> <C> <C> <C>
June 26, 1997 1,000 $91.00 NYSE Open Market sale
June 26, 1997 1,100 $91.06 NYSE Open Market sale
June 26, 1997 200 $91.06 NYSE Open Market sale
</TABLE>
Societe Generale, director of RPSA, has effected the following transactions in
Shares of RPR during the past 60 days:
<TABLE>
<CAPTION>
Amount
Date of Shares Price per Share Place of Trade Type of Trade
- ---- ---------- ----------------- ---------------- -------------
<S> <C> <C> <C> <C>
May 23, 1997 2,000 $76.75 NYSE Open Market purchase
May 28, 1997 700 $76.125 NYSE Open Market sale
</TABLE>
SG Equities International, a subsidiary of Societe Generale, director of RPSA,
has effected the following transactions in Shares of RPR during the past 60
days:
<TABLE>
<CAPTION>
Amount
Date of Shares Price per Share Place of Trade Type of Trade
- ---- ---------- ----------------- ---------------- -------------
<S> <C> <C> <C> <C>
May 9, 1997 625 FF 420.00 Paris Bourse Open Market purchase
May 22, 1997 4,599 FF 436.96 Paris Bourse Open Market purchase
May 22, 1997 4,599 FF 439.36 Paris Bourse Open Market sale
</TABLE>
Page 6 of 7 Pages
<PAGE> 7
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
---------------------------------------
Name: Jean-Pierre Tirouflet
Title: Executive Group Vice President
Dated: July 7, 1997
Page 7 of 7 Pages
