SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment #3
Under the Securities Exchange Act of 1934
SEPRACOR INC.
----------------------------
(Name of Issuer)
Common Stock par value $.10 per share
---------------------------------------------------------------------------
(Title of Class of Securities)
817315 10 4
-----------------
(CUSIP Number)
William K. Hoskins, Esq. Harry R. Benz
General Counsel Hoechst Corporation
Hoechst Marion Roussel, Inc. Route 202-206
9300 Ward Parkway P.O. Box 2500
Kansas City, Missouri 64114 Somerville, NJ 08876-1258
(816) 966-4000 (517) 636-1000
---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 18, 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)(4)(i)(A) or (B), check the
following box. [ ]
Check the following box if a fee is being paid with this statement [ ].
Page 1 of 7
There is no Exhibit Index
<PAGE> 2
CUSIP No. 817315 10 4
___________________________________________________________________________
1) Name of Reporting Person and its Hoechst Marion Roussel, Inc.
I.R.S. Identification Number 44-0565557
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ ]
a Member of a Group (b)[ X ]
___________________________________________________________________________
3) SEC Use Only
___________________________________________________________________________
4) Source of Funds WC
___________________________________________________________________________
5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
___________________________________________________________________________
6) Citizenship or Place of Organization Delaware
___________________________________________________________________________
7) Sole Voting Power 1,111,111
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 1,111,111
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 1,111,111
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 5.93%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
<PAGE> 3
CUSIP No. 817315 10 4
___________________________________________________________________________
1) Name of Reporting Person and its Hoechst Corporation
I.R.S. Identification Number 22-1862783
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ ]
a Member of a Group (b)[ x ]
___________________________________________________________________________
3) SEC Use Only
___________________________________________________________________________
4) Source of Funds Not applicable
___________________________________________________________________________
5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
___________________________________________________________________________
6) Citizenship or Place of Organization Delaware
___________________________________________________________________________
7) Sole Voting Power 1,111,111*
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 1,111,111*
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 1,111,111*
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 5.93%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
* Hoechst Corporation disclaims beneficial ownership of these securities
(See Item 2 (a) - (c), (f)).
<PAGE> 4
This Amendment to the Statement on Schedule 13D (the "Schedule 13D")
with respect to the Common Stock of Sepracor, Inc. (the "Issuer"), of
Hoechst Marion Roussel, Inc., a Delaware corporation ("HMRI", formerly
Marion Merrell Dow Inc. ("MMD")), and Hoechst Corporation, a Delaware
corporation ("Parent"), is filed to report a change in the form of Parent's
possible deemed beneficial ownership of the Issuer's securities resulting
from the merger on July 18, 1995, of H Pharma Acquisition Corporation, a
Delaware corporation and formerly a wholly-owned subsidiary of Parent
("Acquisition"), with and into MMD, as a result of which Acquisition ceased
to exist as a separate entity, MMD became a wholly-owned subsidiary of
Parent, and MMD changed its name to Hoechst Marion Roussel, Inc. HMRI is
the owner of the securities to which this Statement relates.
This Statement on Schedule 13D is hereby amended by substituting
"Hoechst Marion Roussel, Inc." for "Marion Merrell Dow Inc." and "HMRI" for
"MMD" wherever such terms appear, unless the context requires otherwise.
ITEM 2. IDENTITY AND BACKGROUND.
------- ------------------------
Item 2 of this Schedule 13D is amended to read as follows:
(a) - (c), (f) This Schedule is filed on behalf of Hoechst Marion
Roussel, Inc., a Delaware corporation ("HMRI"), with a principal place of
business and principal office located at 9300 Ward Parkway, Kansas City,
Missouri 64114-0480. The principal business of HMRI is the discovery,
development, manufacturing, marketing, and sale of pharmaceutical compounds
for the treatment of human diseases. Information as to the executive
officers and directors of HMRI is set forth in Exhibit 99.C hereto.
This Schedule also is filed on behalf of Hoechst Corporation, a
Delaware corporation ("Parent") and wholly owned subsidiary of Hoechst
Aktiengesellschaft, a German corporation ("Hoechst AG"). Parent is a
holding company for most of the U.S. operations of Hoechst AG, a
multinational pharmaceutical and chemical company headquartered in
Frankfurt, Germany. The principal place of business and principal office
of Parent is Route 202-206, Somerville, New Jersey 08876-1258. Information
as to the executive officers and directors of Parent is set forth in
Exhibit 99.D hereto.
Parent beneficially owns 100.0% of the outstanding common stock of
HMRI. Parent is filing this Schedule with respect to its possible deemed
indirect ownership of HMRI's holdings of the Shares; however, Parent
disclaims beneficial ownership of such securities.
(d) - (e) During the last five years, neither HMRI, Parent, nor to
their knowledge any of the persons listed in Exhibits 99.C and 99.D hereto,
has been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors). During the last five years, neither HMRI,
Parent, nor to their knowledge any of the persons listed in Exhibits 99.C
and 99.D hereto, has been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any of
them was or is subject to a judgment, decree, or final order enjoining
future violation of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
<PAGE> 5
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------- -------------------------------------
Paragraphs (a), (b), and (c) of Item 5 of this Schedule 13D are
amended to read as follows:
(a) HMRI beneficially owns 1,111,111 shares of the Issuer's Common
Stock, representing approximately 5.93% of the Common Stock outstanding at
March 31, 1995. Neither Parent nor any executive officer or director of
HMRI or Parent beneficially owns any of the Shares other than through their
beneficial ownership of HMRI stock or stock of Hoechst AG. Parent does not
beneficially own any other shares of Common Stock except through its bene-
ficial ownership of HMRI stock. All executive officers and directors of
HMRI and Parent beneficially own less than 1.0%, in the aggregate, of the
outstanding common stock of HMRI.
(b) HMRI has sole power to vote and sole power to dispose of the
Shares. Neither Parent nor any executive officer or director of either
HMRI or Parent has any power to vote or to direct the vote, or to dispose
or to direct the disposition of, the Shares except to the extent that
Parent or any such executive officer or director may be deemed to have any
such power by reason of such person's relationship to or position with HMRI
or Parent.
(c) None. On July 18, 1995, Acquisition merged with and into HMRI,
as a result of which HMRI became a wholly-owned subsidiary of Parent.
<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.
HOECHST MARION ROUSSEL, INC.
Date: July 18, 1995 By: /s/ Rebecca R. Tilden
Rebecca R. Tilden
Vice President, Assistant
General Counsel, and
Assistant Secretary
<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.
HOECHST CORPORATION
Date: July 18, 1995 By: /s/ Harry R. Benz
Harry R. Benz
Secretary and Treasurer
