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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)
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RHONE-POULENC RORER INC.
(NAME OF ISSUER)
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COMMON SHARES, WITHOUT PAR VALUE
(TITLE OF CLASS OF SECURITIES)
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76242T 10 4
(CUSIP NUMBER)
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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)
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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
AUGUST 20, 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: [_]
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CUSIP NO. 76242T 10 4
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1. Name of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
Rhone-Poulenc S.A.
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2. Check the Appropriate Box if a Member of a Group (See (a) [_]
Instructions) (b) [_]
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
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5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [_]
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6. Citizenship of Place of Organization France
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NUMBER OF 7. Sole Voting Power 97,163,370
SHARES
BENEFICIALLY -------------------------------------------------------------------
OWNED BY 8. Shared Voting Power
EACH
REPORTING -------------------------------------------------------------------
PERSON 9. Sole Dispositive Power 97,163,370
WITH
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10. Shared Dispositive power
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11. Aggregate Amount beneficially owned by each Reporting
Person 97,163,370
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12. Check if the Aggregate Amount in row (11) excludes
certain Shares(See Instructions) [_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 68.1% based upon a total of 142,697,902
Shares outstanding for voting purposes as of July 31,
1997 (including 137,518,080 Shares outstanding,
5,169,412 Shares in Rhone-Poulenc Rorer Inc.'s
Employee Benefits Trust and 10,410 Shares held in
Rhone-Poulenc Rorer Inc.'s treasury, according to
Rhone-Poulenc's records).
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14 Type of Reporting Person CO
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1
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This Amendment No. 9 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 August 20, 1997, RPSA issued a press release (the "August Release"),
announcing its decision to increase its ownership of RPR to 100% by launching
a cash tender offer for the Shares that it does not already own (approximately
31.9%) at a price of $97.00 per share for a total cost of approximately
FF 27 Billion. The offer is conditional on enough shares being tendered such
that RPSA would own, following the closing of the tender offer, at least 90
percent of the Shares. The RPR Board, upon the unanimous recommendation of the
Special Committee, has given its approval to the offer proposed by RPSA. The
August Release stated that the offer will commence within five business days and
that the terms and conditions of the tender offer will at that time be made
public in the United States by a filing with the SEC, in France by the
publication of a notice issued by the Societe des Bourses Francaises (SBF) and
in both countries through an announcement in the press.
A copy of the August Release is attached as an exhibit hereto and is
incorporated herein by reference. The above summary is qualified in its
entirety by reference to the August Release.
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 97,163,370 Shares,
constituting approximately 68.1% of the outstanding Shares (based upon
142,697,902 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.
<TABLE>
<CAPTION>
NUMBER OF SHARES
SUBJECT TO
NUMBER OF SHARES EXERCISABLE OPTIONS
BENEFICIAL OWNER OWNED DIRECTLY ISSUED BY RPR
---------------- ---------------- -------------------
<S> <C> <C>
Philippe Desmarescaux.................... 2,863 0
Antoine Jeancourt-Galignani
(representative of Assurances Generales
de France).............................. 210 0
Igor Landau.............................. 200 20,000
Michel de Rosen.......................... 8,629 106,814
Societe Generale (represented by Marc
Vienot)................................. 2,000 0
S.G. Equities International, subsidiary
of Societe Generale..................... 5,000 0
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 97,163,370 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.
2
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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 transactions listed in its filing on June 26, 1997 of
Amendment No. 7 to the Statement on Schedule 13D and its filing on July 2,
1997 of Amendment No. 8 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>
July 15, 1997.... 6,000 32.125 Private Sale Sale pursuant to
option exercise
In addition to transactions listed in RPSA's filing on July 2, 1997 of
Amendment No. 8 to the Statement on Schedule 13D, BNP Arbitrage, an affiliate
of the Banque Nationale de Paris, a director of RPSA, has effected the
following transactions in shares of RPR during the past 60 days:
<CAPTION>
AMOUNT
DATE OF SHARES PRICE PER SHARE PLACE OF TRADE TYPE OF TRADE
---- --------- --------------- -------------- --------------------
<S> <C> <C> <C> <C>
June 27, 1997.... 500 $ 91.38 NYSE Open Market purchase
June 27, 1997.... 1,000 $ 91.06 NYSE Open Market sale
June 30, 1997.... 1,000 $ 90.81 NYSE Open Market purchase
June 30, 1997.... 1,000 $ 90.81 NYSE Open Market sale
July 1, 1997..... 1,000 $ 91.19 NYSE Open Market purchase
July 2, 1997..... 600 $ 92.00 NYSE Open Market purchase
July 2, 1997..... 1,000 $ 92.13 NYSE Open Market sale
July 3, 1997..... 1,000 $ 92.25 NYSE Open Market purchase
July 3, 1997..... 1,400 $ 93.00 NYSE Open Market sale
July 3, 1997..... 200 $ 92.50 NYSE Open Market sale
July 7, 1997..... 2,300 $ 93.25 NYSE Open Market purchase
July 7, 1997..... 400 $ 93.33 NYSE Open Market sale
July 7, 1997..... 100 $ 93.23 NYSE Open Market sale
July 7, 1997..... 1,000 $ 93.00 NYSE Open Market sale
July 8, 1997..... 1,000 $ 93.38 NYSE Open Market purchase
July 9, 1997..... 1,000 $ 93.63 NYSE Open Market sale
July 9, 1997..... 300 $ 93.63 NYSE Open Market sale
July 9, 1997..... 500 $ 93.63 NYSE Open Market sale
July 10, 1997.... 1,600 $ 93.69 NYSE Open Market purchase
July 10, 1997.... 1,100 $ 93.75 NYSE Open Market sale
July 10, 1997.... 500 $ 93.69 NYSE Open Market sale
July 15, 1997.... 500 $ 93.44 NYSE Open Market purchase
July 17, 1997.... 500 $ 93.44 NYSE Open Market sale
July 18, 1997.... 400 $ 92.75 NYSE Open Market purchase
July 18, 1997.... 400 $ 92.75 NYSE Open Market purchase
July 18, 1997.... 300 $ 92.75 NYSE Open Market sale
July 18, 1997.... 500 $ 92.75 NYSE Open Market sale
July 24, 1997.... 2,000 $ 93.31 NYSE Open Market purchase
July 25, 1997.... 200 $ 93.38 NYSE Open Market sale
July 25, 1997.... 500 $ 93.38 NYSE Open Market sale
July 25, 1997.... 1,000 $ 93.44 NYSE Open Market sale
July 28, 1997.... 300 $ 93.56 NYSE Open Market sale
July 30, 1997.... 1,000 $ 94.38 NYSE Open Market purchase
July 30, 1997.... 300 $ 94.38 NYSE Open Market sale
July 30, 1997.... 700 $ 94.00 NYSE Open Market sale
</TABLE>
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ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 of the Statement of Schedule 13D is hereby amended by adding the
following exhibit:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
7. Press release, dated August 20, 1997
</TABLE>
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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 S.A.
By /s/ Patrick Langlois
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Name: Patrick Langlois
Title: Chief Financial Officer
Dated: August 20, 1997
5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
7. Press release, dated August 20, 1997.
</TABLE>
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EXHIBIT 7
LAUNCH OF TENDER OFFER BY RHONE-POULENC
FOR SHARES OF RHONE-POULENC RORER:
AGREEMENT REACHED ON $97 PER SHARE
(Paris, August 20, 1997) -- Rhone-Poulenc (NYSE: RP) announced today its
decision to increase its ownership of Rhone-Poulenc Rorer Inc. (NYSE: RPR) to
100% by launching a cash tender offer for RPR common stock that it does not
already own at a price of $97 per share. The transaction amounts to
approximately FF 27 billion.
Rhone-Poulenc Rorer's board of directors, having received a unanimous
recommendation from the Special Committee composed of its independent board
members, has given its approval, to the offer proposed by Rhone-Poulenc. A
definitive agreement was signed between the two companies yesterday evening. It
stipulates that shares not acquired in the offer will be acquired in a second
step merger at the same price.
The offer will commence within the next five business days, the maximum
amount of time permitted under Securities and Exchange Commission (SEC)
regulations. The terms and conditions of the tender offer will at that time be
made public in the United States by a filing with the SEC, in France by the
publication of a notice issued by the Societe des Bourses Francaises (SBF) and
in both countries through an announcement in the press.
The offer is conditional on enough shares being tendered such that Rhone-
Poulenc would own, following the closing of the tender offer, at least 90
percent of Rhone-Poulenc Rorer's outstanding shares. Rhone-Poulenc currently
owns 68.1 percent of Rhone-Poulenc Rorer's Shares.
Recalling that this decision is in keeping with the two major initiatives
announced on June 26, 1997, (increasing its ownership of Rhone-Poulenc Rorer to
100 percent and combining the chemicals/fibers businesses within one company
which would be listed in 1998) Jean-Rene Fourtou, Chairman and Chief Executive
Officer of Rhone-Poulenc said: "This is an important step in our plan to
reinforce our position in life sciences. We are offering an attractive price to
Rhone-Poulenc Rorer's minority shareholders, and we look forward to completing
the transaction quickly."
Rhone-Poulenc Rorer is a global pharmaceuticals company dedicated to improving
human health. The Company has sales of $5.4 billion and invested $882 million in
research and development in 1996.
Rhone-Poulenc is one of the world's leading life sciences and specialty
chemicals companies. Through its innovative products, Rhone-Poulenc contributes
to the improvement of human, animal and plant health and to the quality and
safety of products used in industry and daily life. In 1996, the Group recorded
sales of FF 86 billion ($16 billion).
