<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
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
June 26, 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 14 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 97,170,370
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
-------------------------------------------------------------
8 SHARED VOTING POWER
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 97,170,370
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,170,370
- -------------------------------------------------------------------------------
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 14 Pages
<PAGE> 3
This Amendment No. 7 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 2. Identity and Background.
Item 2 (c) of the Statement on Schedule 13D is hereby amended by
restating in its entirety the Schedule A filed with the Securities and Exchange
Commission on June 2, 1994 as part of Amendment No. 5 to the Statement on
Schedule 13D. The name, residence or business address and present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted, of each
of the executive officers and directors of RPSA are set forth as restated in the
Schedule A hereto, which is incorporated herein by reference.
Item 4. Purpose of Transaction.
Item 4 of the Statement on Schedule 13D is hereby amended by adding the
following:
On June 26, 1997, RPSA issued a press release (the "Release")
announcing that it is undertaking a study of the possibility of
increasing RPSA's ownership of RPR to 100% through a business
combination with RPR, which would entitle the public minority
shareholders of RPR to receive $92.00 per Share. Such business
combination would be proposed after the expiration on July 31, 1997,
of the standstill period under the Acquisition Agreement. RPSA is
evaluating the business combination in the context of several other
potential transactions, including possibly a public offering of shares
of RPSA to finance a portion of the costs of the business combination,
a regrouping of RPSA's chemicals and fibers and polymers businesses
into a new company and a public offering of shares of such new company.
A copy of the Release is attached as an exhibit hereto and is
incorporated herein by reference.The above summary of the potential
transactions is qualified in its entirety by reference to the Release.
Page 3 of 14 Pages
<PAGE> 4
Item 5. Interest in the Securities of the Issuer.
Item 5 of the Statement on Schedule 13D is hereby amended by adding the
following:
(a) As of June 26, 1997, RPSA was the owner of 97,170,370 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 June 26, 1997 and
the nature of such beneficial ownership.
<TABLE>
<CAPTION>
Number of Shares
Number of Shares Subject to Exercisable
Beneficial Owner Owned Directly Options Issued by RPR
- ---------------- -------------- ---------------------
<S> <C> <C>
Igor Landau 200 20,000
Michel de Rosen 8,629 58,814
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 97,170,370
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.
Page 4 of 14 Pages
<PAGE> 5
(c) 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>
April 30, 1997 1,500 $ 42.00 Private sale Sale pursuant to option
exercise
May 5, 1997 11,000 $ 42.00 Private sale Sale pursuant to option
exercise
May 7, 1997 2,000 $ 32.125 Private sale Sale pursuant to option
exercise
May 16, 1997 2,000 $ 42.00 Private sale Sale pursuant to option
exercise
May 26, 1997 4,500 FF 432.50 Paris Bourse Open Market purchase
May 28, 1997 2,778 FF 433.85 Paris Bourse Open Market purchase
May 28, 1997 37,500 FF 430.50 NYSE Open Market purchase
May 30, 1997 12,195 FF 429.65 Paris Bourse Open Market purchase
June 3, 1997 3,883 FF 440.22 Paris Bourse Open Market purchase
June 3, 1997 11,180 $ 75.8775 NYSE Open Market purchase
June 4, 1997 11,000 $ 45.00 Private sale Sale pursuant to option
exercise
June 4, 1997 25,000 FF 450.62 Paris Bourse Open Market purchase
June 4, 1997 100,000 $ 77.7688 NYSE Block purchase
June 5, 1997 14,600 FF 462.13 Paris Bourse Open Market purchase
June 5, 1997 275,000 $ 78.50 NYSE Block purchase
June 5, 1997 25,000 $ 78.5790 NYSE Open Market purchase
June 16,1997 2,000 $ 32.125 Private sale Sale pursuant to option
exercise
June 18, 1997 1,000 $ 42.00 Private sale Sale pursuant to option
exercise
</TABLE>
Item 7. Materials to Be Filed as Exhibits.
Item 7 of the Statement on Schedule 13D is hereby amended by adding the
following exhibit:
<TABLE>
<CAPTION>
Exhibit
No. Description
- --- -----------
<S> <C>
6. Press release, dated June 26, 1997.
</TABLE>
Page 5 of 14 Pages
<PAGE> 6
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: June 26, 1997
Page 6 of 14 Pages
<PAGE> 7
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS
OF RHONE-POULENC S.A.
I. DIRECTORS
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT INCLUDING THE
NAME (PRINCIPAL BUSINESS) AND
ADDRESS (IF DIFFERENT THAN
POSITION WITH RHONE- NAME AND BUSINESS ADDRESS CITIZENSHIP BUSINESS ADDRESS) OF EMPLOYER
POULENC S.A.
<S> <C> <C> <C>
Director, Chairman Jean-Rene Fourtou French Director, Chairman of the Board
and Chief Executive c/o Rhone-Poulenc S.A. and Chief Executive Officer of
Officer 25, quai Paul Doumer Rhone-Poulenc S.A.
92408 Courbevoie Cedex,
France
Director and Vice Jean-Marc Bruel French Director and Vice Chairman of
Chairman c/o Rhone-Poulenc S.A. Rhone-Poulenc S.A.
25, quai Paul Doumer
92408 Courbevoie Cedex,
France
Director Serge Kampf French Chairman and Chief Executive
c/o Cap Gemini Sogeti Officer of Cap Gemini Sogeti
11, rue Tilsit (business management
75017 Paris, France consulting)
Director Alain Merieux French Chairman and Chief Executive
c/o Institut Merieux S.A. Officer of Institut Merieux S.A.
17, rue Bourgelat (research and development in
69002 Lyon, France biology, medicine and
pharmaceuticals)
Director Didier Pineau-Valencienne French Chairman and Chief Executive
c/o Schneider S.A. Officer of Schneider S.A.
64-70, avenue J.B. Clement (industrial/electric)
92646 Boulogne-Billancourt
Cedex, France
Director Michel Renault French President of Credit Lyonnais
Credit Lyonnais (banking)
19, boulevard des Italiens
75001 Paris, France
Director Assurances Generales de French Chairman and Chief Executive
France, represented by Antoine Officer of Assurances Generales
Jeancourt-Galignani de France (insurance)
c/o Assurances Generales de
France
87, rue de Richelieu
75060 Paris Cedex 02, France
</TABLE>
Page 7 of 14 Pages
<PAGE> 8
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT INCLUDING THE
NAME (PRINCIPAL BUSINESS) AND
ADDRESS (IF DIFFERENT THAN
POSITION WITH RHONE- NAME AND BUSINESS ADDRESS CITIZENSHIP BUSINESS ADDRESS) OF EMPLOYER
POULENC S.A.
<S> <C> <C> <C>
Director Banque Nationale de Paris, French President of Banque Nationale de
represented by Baudouin Prot Paris (banking)
c/o Banque Nationale de Paris
16, boulevard des Italiens
75009 Paris, France
Director Credit Suisse First Boston, French Member of the Executive Board
represented by Rudolph Hug of the Credit Suisse, Zurich
c/o Credit Suisse (banking)
Uetlbergstrasse 231
8001 Zurich, Switzerland
Director Fiat France S.A., represented French Chairman and Chief Executive
by Giorgio Frasca Officer of Fiat France S.A.
c/o Societe Fiat France (automobiles)
140, avenue des Champs-
Elysees
75008 Paris, France
Director Societe Financiere et French President of Societe Financiere
Immobiliere, Marcel Dassault, et Immobiliere Marcel Dassault
represented by Philippe (real estate management)
Hustache
c/o Societe Financiere et
Immobiliere Marcel Dassault
9, rond-point des Champs-
Elysees
75008 Paris, France
Director Societe Generale, represented by French Chairman and Chief Executive
Marc Vienot Officer of Societe Generale
c/o Societe Generale (banking)
Tour Societe Generale
92972 Paris La Defense Cedex,
France
Director and Jean Eldin French Employee of Rhone-Poulenc S.A.
Employee c/o Rhone-Poulenc S.A.
25, quai Paul Doumer
92408 Courbevoie Cedex,
France
Director and Pierre Houche French Employee of Rhone-Poulenc S.A.
Employee c/o Rhone-Poulenc S.A.
25, quai Paul Doumer
92408 Courbevoie Cedex,
France
</TABLE>
Page 8 of 14 Pages
<PAGE> 9
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT INCLUDING THE
NAME (PRINCIPAL BUSINESS) AND
ADDRESS (IF DIFFERENT THAN
POSITION WITH RHONE- NAME AND BUSINESS ADDRESS CITIZENSHIP BUSINESS ADDRESS) OF EMPLOYER
POULENC S.A.
<S> <C> <C> <C>
Director and Alain Magnanelli French Employee of Rhone-Poulenc S.A.
Employee c/o Rhone-Poulenc S.A.
25, quai Paul Doumer
92408 Courbevoie Cedex,
France
</TABLE>
Page 9 of 14 Pages
<PAGE> 10
II. EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION WITH RHONE-POULENC
S.A.
<S> <C> <C> <C>
Jean-Rene Fourtou French Director, Chairman and Chief
c/o Rhone-Poulenc S.A. Executive Officer of Rhone-
25, quai Paul Doumer Poulenc S.A.
92408 Courbevoie Cedex,
France
Jean-Marc Bruel French Director and Vice Chairman,
c/o Rhone-Poulenc S.A. supervises Quality, Safety and
25, quai Paul Doumer Environmental Protection,
92408 Courbevoie Cedex, Industrialization and South
France American and Asian-Pacific
operations
Philippe Desmarescaux French Group President, supervises the
c/o Rhone-Poulenc S.A. Chemical segment, Research and
25, quai Paul Doumer Development and North
92408 Courbevoie Cedex, American operations
France
Alain Godard French Supervises Animal and Plant
c/o Rhone-Poulenc S.A. Health segment
25, quai Paul Doumer
92408 Courbevoie Cedex,
France
Igor Landau French Group President, supervises the
c/o Rhone-Poulenc S.A. Pharmaceuticals segment,
25, quai Paul Doumer Corporate Communication and
92408 Courbevoie Cedex, operations in the European
France Union and the European Free
Trade Association
Rene Penisson French Group Senior Vice President
c/o Rhone-Poulenc S.A. Human Resources
25, quai Paul Doumer
92408 Courbevoie Cedex,
France
Martin Pinot French Executive Vice President of the
c/o Rhone-Poulenc S.A. Chemical segment and President
25, quai Paul Doumer of the segment's European Zone.
92408 Courbevoie Cedex,
France
</TABLE>
Page 10 of 14 Pages
<PAGE> 11
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION WITH RHONE-POULENC
S.A.
<S> <C> <C> <C>
Michel de Rosen French Chairman and Chief Executive
c/o Rhone-Poulenc Rorer Inc. Officer of Rhone-Poulenc Rorer
500 Arcola Road Inc.
Collegeville, Pennsylvania
19426-0107
USA
Jean-Pierre Tirouflet French Group Executive Vice President,
c/o Rhone-Poulenc S.A. President of the Fibers and
25, quai Paul Doumer Polymers segment, Group
92408 Courbevoie Cedex, Finance, Corporate Strategy and
France Development, Control, Information
Systems and Legal Functions, and
International Affairs, the
Garden Care division and
operations in Central and
Eastern Europe and the CIS.
</TABLE>
Page 11 of 14 Pages
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
- --- -----------
<S> <C>
6. Press release, dated June 26, 1997.
</TABLE>
Page 12 of 14 Pages
<PAGE> 1
EXHIBIT 6.
- -------------------------------------------------------------------------------
RHONE-POULENC ACCELERATES THE PACE OF ITS
TRANSFORMATION
- -------------------------------------------------------------------------------
(Paris, June 26, 1997) RHONE-POULENC is studying two major potential
initiatives to continue to strengthen its presence in life sciences, reinforce
the improvement in the performance of its chemicals/fibers businesses and
increase its strategic flexibility:
1. INCREASE RHONE-POULENC'S OWNERSHIP OF RHONE-POULENC RORER FROM 68.3% TO 100%
through a business combination with Rhone-Poulenc Rorer, which would entitle the
public minority shareholders of Rhone-Poulenc Rorer to receive $92 per share.
Such business combination would be proposed after the expiration on July 31,
1997, of the standstill period under the Rorer acquisition agreement of March
12, 1990. It is estimated that the total cost associated with this transaction
would amount to some FF 25 billion.
An increase in Rhone-Poulenc's equity of approximately FF 7 billion would be
carried out to provide part of the financing of this possible transaction.
2. COMBINE THE CHEMICALS AND FIBERS AND POLYMERS BUSINESSES OF RHONE-POULENC TO
CREATE A NEW COMPANY WHICH WOULD BE LISTED IN 1998, if market conditions permit.
Rhone-Poulenc would retain substantial majority control of the new company,
which would focus on specialty chemicals and services for industry.
Jean-Rene Fourtou, Chairman & Chief Executive of Rhone-Poulenc, said: <<These
initiatives would mark a new and important step in the further development of
Rhone-Poulenc into one of the leading innovation-driven groups worldwide in
life sciences. The new specialty chemicals and services to industry company
would be in a better position to accelerate its recovery and develop its
position in growing markets. I am convinced that if we undertake these
initiatives, we will enhance shareholder value for Rhone-Poulenc Rorer and
Rhone-Poulenc>>.
THE STRATEGIC ADVANTAGES:
- - Rhone-Poulenc, with Rhone-Poulenc Rorer and Pasteur Merieux
Connaught, already ranks among the leading pharmaceuticals groups
worldwide, and is one of the foremost groups in animal and plant
Page 13 of 14 Pages
<PAGE> 2
- - health. Increasing Rhone-Poulenc's ownership in Rhone-Poulenc Rorer
from 68.3% to 100% would reinforce its position in pharmaceuticals,
and would increase its strategic flexibility to benefit from
opportunities which may be advantageous for its future development.
- - Combining the chemicals and fibers and polymers businesses into a new
company would increase technological, industrial and commercial
synergies. This new company would continue to refocus on the growing
specialty chemicals and value-added services to industry businesses,
which are less sensitive to economic cycles, thus increasing the pace
of recovery in profitability. The listing of this company under its
own name would reinforce its identity and enhance its opportunities
to obtain financing for further development.
THE FINANCIAL IMPLICATIONS:
- - The combination of Rhone-Poulenc Rorer and Rhone-Poulenc would lead
to the Group having only one publicly-listed life sciences company.
The separate listing of the new specialty chemicals and services to
industry company should bring about a clearer differentiation between
the two companies. This clarification should promote an improvement
in Rhone-Poulenc's market valuation.
- - The net debt-to-equity ratio would be brought down to 60% by the end
of 1998 and to 50% by the end of 1999. The net debt incurred to
increase Rhone-Poulenc's ownership of Rhone-Poulenc Rorer would be
rapidly reduced by the improvement in operating cash flow, the
increase in equity, the capital raised by listing the new company,
and the divestiture of non-strategic assets.
- - Rhone-Poulenc's objective remains to increase its earnings per share
by 20% in 1997 and 1998, despite a slight dilution in the first two
years and excluding exceptional items. Such items could include an
impact on the 1997 financial results of a potential acceleration of
the amortization of certain assets of the chemical/fibers businesses,
linked to the refocusing operations under consideration.
- - The Group expects to maintain the 1997 dividend per share at a level
at least equal to 1996.
If Rhone-Poulenc's Board of Directors decides to proceed with all or some of
these initiatives, appropriate corporate approvals will be requested and
required procedures with employee representatives will be observed.
- -------------------------------------------------------------------------------
Rhone-Poulenc, one of the leading groups worldwide in life sciences and
specialty chemicals, contributes, through its innovations, to the improvement in
health of men, animals and plants, as well as the quality and safety of products
used in industry and daily life.
- -------------------------------------------------------------------------------
Page 14 of 14 Pages
