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Registration No. 33-62052
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
to
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933
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Rhone-Poulenc Rorer Inc.
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania 23-1699163
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
500 Arcola Road, Collegeville, Pennsylvania 19426-0107 (610) 454-8000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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Richard B. Young
Vice President and Deputy General Counsel
RHONE-POULENC RORER INC.
500 Arcola Road, Collegeville, Pennsylvania 19426-0107 (610) 454-8000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
Copies to:
Arbie R. Thalacker David J. Sorkin
Shearman & Sterling Simpson Thacher & Bartlett
599 Lexington Avenue 425 Lexington Avenue
New York, New York 10022 New York, New York 10017
(212) 848-4000 (212) 455-2000
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1
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REDUCTION IN AMOUNT OF SECURITIES REGISTERED
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This Post-Effective Amendment is being filed by the Registrant pursuant to
the undertaking that appears in paragraph (a)(3) of Item 17 of Registration
Statement File No. 33-62052. The Registration Statement related to $500,000,000
aggregate principal amount Preferred Shares, Depositary Shares and Debt
Securities.
The Registrant hereby amends the Registration Statement to remove from
registration under the Securities Act of 1933, $325,000,000 aggregate principal
amount of Preferred Shares, Depositary Shares, and Debt Securities registered
thereunder, which amount of securities was not sold pursuant to offerings
contemplated thereby.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Collegeville, Commonwealth of Pennsylvania on December 16, 1997.
RHONE-POULENC RORER INC.
By: /s/ Michel de Rosen
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Michel de Rosen
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 2 to the Registration Statement has
been signed by the following persons in the capacities indicated on December 16,
1997.
<TABLE>
<CAPTION>
Signature Title
- --------------------------- -----------------------------------------------
<S> <C>
/s/ Michel de Rosen Chairman, Chief Executive Officer
- ------------------------------- and Director
Michel de Rosen
/s/ Guillaume Prache Senior Vice President and Chief Financial
- ------------------------------- Officer
Guillaume Prache
/s/ Philippe Maitre Vice President-Corporate Controller
- ------------------------------- (Chief Accounting Officer)
Philippe Maitre
/s/ Manfred E. Karobath, M.D. Director
- -------------------------------
Manfred E. Karobath, M.D.
/s/ Timothy G. Rothwell Director
- -------------------------------
Timothy G. Rothwell
/s/ Igor Landau * Director
- -------------------------------
Igor Landau
</TABLE>
* By his signature set forth below Richard B. Young, pursuant to duly
authorized powers of attorney filed with the Securities and Exchange Commission,
has signed this Post-Effective Amendment No. 2 to Registration Statement No. 33-
62052 on behalf of the persons whose signatures are printed above, in the
capacities set forth opposite their respective names.
* By /s/ Richard B. Young
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Richard B. Young
Attorney-in-Fact
