SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Alza Corporation
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
022 615 108
(CUSIP Number)
Copies to:
John J. McGraw Philip A. Gelston, Esq.
CIBA-GEIGY Corporation Cravath, Swaine & Moore
444 Saw Mill River Road Worldwide Plaza
Ardsley, New York 10502 825 Eighth Avenue
(914) 479-2041 New York, NY 10019
(212) 474-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 22, 1995
(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 Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 6 Pages
<PAGE>2
SCHEDULE 13D
CUSIP No. 022615108 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ciba-Geigy Corporation
I.R.S. No. 13-1834433
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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 OR PLACE OF ORGANIZATION
New York
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY 3,964,620
OWNED BY EACH
REPORTING PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
1,209,800
10 SHARED DISPOSITIVE POWER
2,754,820
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,964,620
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 7)
Statement Of
CIBA-GEIGY CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
ALZA CORPORATION
CIBA-GEIGY Corporation (the "Company") hereby supplements and amends its
statement on Schedule 13D originally filed on February 3, 1978 (the "Schedule
13D"), as amended and restated by Amendments Nos. 1, 2, 3, 4, 5 and 6 filed on
June 22, 1982, December 9, 1988, December 21, 1988, March 20, 1991, March 27,
1991 and May 19, 1994, respectively, with respect to the Company's beneficial
ownership of shares of the Common Stock, par value $.01 per share (the "Common
Stock"), of ALZA Corporation, a Delaware corporation ("ALZA").
Item 4. Purpose of Transaction.
The Company sold 769,615 shares of Common Stock on the dates and for the
purchase prices per share as set forth in Item 5(c).
Since 1982, the Company has held its shares of Common Stock for investment
purposes.
Page 3 of 6
<PAGE>4
The Company's purpose in effecting its sale of Common Stock is to realize a
substantial portion of its remaining investment in ALZA. The Company holds the
remainder of its Common Stock for investment purposes. Depending upon market
conditions and other relevant factors, the Company may in the future sell all or
part of its remaining shares of Common Stock or enter into options or other
arrangements covering all or part of its investment in ALZA.
2,754,820 shares of Common Stock are subject to the exchange rights of
$100,000,000 aggregate principal amount of 6 1/4% exchangeable subordinated
debentures due 2016 (the "Debentures") of the Company exchangeable into shares
of Common Stock at an exchange rate of $36.30 principal amount of Debentures per
share, or in certain circumstances for cash. The foregoing exchange rate
reflects a 2-for-1 split of the Common Stock which occurred on December 18,
1991. The terms of the Debentures were set forth in Exhibit A to Amendment No. 5
to the Schedule 13D, under "Form of Reverse of Debenture", which Exhibit was
previously filed.
Item 5. Interest in Securities of the Issuer.
(a) and (b). The Company beneficially owns the following securities of
ALZA:
Security Percent of Class
3,964,620 shares of Common
Stock.* 4.8%
*Of the 3,964,620 shares of
Common Stock, the Company
has sole voting and
investment power over
1,209,800 shares and the
remainder have been
deposited with an escrow
agent and are subject to
the terms of an escrow
agreement relating to the
Debentures.
Page 4 of 6
<PAGE>5
(c). The Company sold shares of Common Stock on the dates, in the amounts
and for the purchase price per share as set forth in the table below. All
transactions took place on the New York Stock Exchange.
No. of Shares of Purchase Price
Date of Sale Common Stock Sold Per Share
March 16, 1995 8,000 $22.625
March 16, 1995 19,400 22.50
March 16, 1995 19,500 22.375
March 17, 1995 22,500 22.125
March 17, 1995 14,900 22.25
March 17, 1995 38,800 22.375
March 17, 1995 1,700 22.50
March 20, 1995 300,300 22.25
March 20, 1995 178,900 22.375
March 20, 1995 1,000 22.50
March 21, 1995 5,000 22.25
March 21, 1995 45,000 22.50
March 21, 1995 9,700 22.625
March 22, 1995 9,915 22.25
March 22, 1995 46,300 22.125
March 22, 1995 31,000 22.00
March 22, 1995 17,700 22.375
------
Total 769,615 Shares
(d). Not Applicable.
(e). As of March 22, 1995, the Company ceased to be a beneficial owner of
more than five percent of the Common Stock. Therefore, the Company is no longer
required to file amendments to the Schedule 13D.
Page 5 of 6
<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.
Dated: March 24, 1995
CIBA-GEIGY CORPORATION
by
/s/ Stanley Sherman
Name: Stanley Sherman
Title: Vice President,
Finance & Information
Services
Page 6 of 6
