Page 1 of 12 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CHIRON CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
170040 10 9
CUSIP NUMBER
Dr. Herbert Gut
CIBA-GEIGY Limited
Klybeckstrasse 141
CH-4002, Basle
Switzerland
41-61-696-1111
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(Name, Address and Telephone Number
of Persons Authorized to Receive
Notices and Communications)
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(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: [ ]
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CUSIP No. 170040 10 9 13D Page 2 of 12 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
CIBA-GEIGY Limited
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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
Switzerland
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7 SOLE VOTING POWER
1,367,372
NUMBER OF ---------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY C
OWNED BY ---------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,367,372
PERSON ---------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,367,372
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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)
4.14%
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14 TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 12 Pages
Item 1. Security and Issuer.
This amendment to a statement on Schedule 13D
relates to Common Stock, par value $.01 per share ("Common
Shares"), of Chiron Corporation (the "Issuer"), a Delaware
corporation. The address of the principal executive offices
of the Issuer is 4560 Horton Street, Emeryville, California
94608.
Item 2. Identity and Background.
(a), (b), (c) and (f). This statement on
Schedule 13D is filed by CIBA-GEIGY Limited ("Limited"), a
Swiss corporation. Limited's principal executive offices
are located in Basle, Switzerland, and its mailing address
is Klybeckstrasse 141, CH-4002, Basle, Switzerland. Limited
is the publicly owned parent company of a group of
affiliated companies, commonly known as the CIBA-GEIGY Group
which was formed in October 1970 by the merger of two long-
established Swiss Companies, CIBA Limited and J.R. Geigy
S.A. Shares of Limited are listed for trading on various
stock exchanges in Switzerland, including the Zurich Stock
Exchange. Companies in the CIBA-GEIGY Group are principally
engaged in the research and development, production and
worldwide marketing of various kinds of pharmaceuticals and
specialty chemicals, as well as electronic equipment.
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Page 4 of 12 Pages
The name, business address, present principal
occupation and citizenship of each executive officer and
member of the Board of Directors of Limited is set forth on
Schedule I hereto and is incorporated reference herein.
(d) and (e). Neither Limited nor, to the best
knowledge of Limited, any of the persons listed on
Schedule I hereto, during the last five years, has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws. Certain
such matters relating to CIBA-GEIGY Corporation, a
subsidiary of Limited, are described in Schedule II.
Item 3. Interest in Securities of the Issuer.
(a) and (b). Limited beneficially owns 1,367,372
Common Shares. During 1991, as a result of issuances of
Common Shares by the Issuer that diluted Limited's
percentage interest in the Issuer, Limited ceased to own 5%
or more of the outstanding Common Shares.
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Page 5 of 12 Pages
(c) Neither Limited nor, to the best knowledge of
Limited, any of the persons listed in Schedule I hereto, has
effected any transaction in Common Shares in the past 60
days.
(d) None
(e) Not applicable.
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Page 6 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of the
knowledge and belief of the undersigned, the undersigned
certify that the information set forth in this amendment is
true, complete and correct.
Dated: August 24, 1994
CIBA-GEIGY Limited
/s/ Peter Rupprecht /s/ Dr. Herbert Gut
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Peter Rupprecht Dr. Herbert Gut
Corporate Legal Counsel Senior Division Counsel
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Page 7 of 12 Pages
SCHEDULE I
Members of the Board of Directors, the Committee
of the Board of Directors and the Executive Committee of
CIBA-GEIGY Limited.
Members of the Board of Directors:
Present and Principal
Name and Business Address Citizenship Occupation
Dr. Alex Krauer Switzerland Since 1987: Chairman of
Chairman and Chief the Board of Directors and
Executive Officer Member of the Committee of
c/o Ciba-Geigy Limited the Board of Directors
CH-4002 Basel
Switzerland Member of the Board of
Ciba-Geigy Corporation,
Ardsley, USA
Prof. Dr. Helmut Shler Austria Since 1983: Member of the
c/o Henkel KGaA Board of Directors
D-40191 Dusseldorf
German Since 1992: Member of the
Committee of the Board of
Directors
Since 1993: Vice-Chairman
Retired Chairman of the
Central Board of Management
of Henkel KGaA, Germany
Birgit Breuel Germany As of October 1, 1994:
Treuhandanstalt Member of the Board of
Detiev-Rohwedder-Haus Directors
Leipziger Strasse 5-7
D-10100 Berlin President of
Germany Treuhandanstalt, Berlin
Prof. Max M. Burger Switzerland/ Since 1980: Member of the
c/o Friedrich USA Board of Directors
Miescher Institute
P.O. Box 2543 Director of Friedrich
CH-4002 Basel Miescher Institute, Basel
Switzerland
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Page 8 of 12 Pages
Present and Principal
Name and Business Address Citizenship Occupation
Kaspar V. Cassani Switzerland Since 1985: Member of the
c/o IBM Switzerland Board of Directors
CH-8002 Zurich Since 1994: Member of the
Switzerland Committee of the Board of
Directors
Retired Vice-Chairman of
IBM Corporation
David de Pury Switzerland Since 1992: Member of the
c/o ABB ASEA Brown Board of Directors
Boveri AG Co-Chairman of the Board of
P.O. Box 8131 ABB ASEA Brown Boveri AG,
CH-8050 Zurich Zurich
Switzerland
Walter G. Frehner Switzerland Since 1994: Member of the
c/o Swiss Bank Board of Directors
Corporation Chairman of the Board of
Aeschenplatz 6 Directors of Swiss Bank
CH-4002 Basel Corporation
Rainer E. Gut Switzerland Since 1985: Member of the
c/o Credit Suisse Board of Directors
Paradeplatz Since 1994: Member of the
CH-8021 Zurich Committee of the Board of
Switzerland Directors
Chairman of the Board of
Directors of Credit Suisse
Dr. Hans B. Herzog Germany Since 1988: Member of the
c/o Ciba-Geigy Limited Board of Directors and
CH-4002 Basel Member of the Committee of
Switzerland the Board of Directors
Prof. Jean-Marie Lehn France Since 1991: Member of the
c/o Institute le Bel Board of Directors
Universite Louis
Pasteur Universite Louis Pasteur,
4. rue Blaise Pascal Institute le Bel,
F-67070 Strasbourg Professeur au College de
cedex France a Paris
France
Michael Ringier Switzerland Since 1993: Member of the
c/o Ringier AG Board of Directors
Dufourstrasse 23
CH-8008 Zurich Chairman of the Board of
Switzerland Ringier AG
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Present and Principal
Name and Business Address Citizenship Occupation
Prof. Hugo E.R. Uyterhoeven USA Since 1980: Member of the
c/o Harvard University Board of Directors
Graduate School of Professor and Senior
Business Administration Associate Dean at Harvard
Morgan 349 Business School, Boston
Boston, MA 02163
Dr. Hans-Jorg Held Switzerland Since 1988: Secretary of
c/o Ciba-Geigy Limited the Committee of the Board
CH-4002 Basel of Directors. Head Central
Switzerland Secretariat
Heini Lippuner Switzerland 1986: Member of the
Chairman and Executive Committee
Chief Operating Officer 1987: Chairman
c/o Ciba-Geigy Limited
Dr. Jacques Pierre Barman Switzerland 1988: Responsible for the
c/o Ciba-Geigy Limited Textile Dyes, Chemicals,
CH-4002 Basel Additives and Pigment
Switzerland Divisions.
Pierre E. Doucze France 1991: Responsible for the
c/o Ciba-Geigy Limited Pharma, Self-Medication and
CH-4002 Basel Diagnostics Divisions, and
Switzerland worldwide Head of the
Pharma Division
Dr. Hans Kindler Switzerland 1990: Responsible for
c/o Ciba-Geigy Limited Personnel, Production and
CH-4002 Basel Technology and Safety and
Switzerland Environmental Protection
Dr. Francois L'Eplattenier Switzerland 1988: Responsible for
c/o Ciba-Geigy Limited Research and Development
CH-4002 Basel
Switzerland
Dr. Rolf A. Meyer Switzerland 1992: Chief Financial
c/o Ciba-Geigy Limited Officer
CH-4002 Basel
Switzerland
Dr. Wolfgang Samo Switzerland 1993: Responsible for the
c/o Ciba-Geigy Limited Plant Protection, Animal
CH-4002 Basel Health and Seeds Divisions,
Switzerland and worldwide Head of the
Plant Protection Division
Dr. Hermann Vodicka Austria 1993: Responsible for the
c/o Ciba-Geigy Limited Polymers, Composites,
CH-4002 Basel Mettler-Toledo and Ciba-
Switzerland Vision Divisions, and
worldwide Head of the
Polymers Division
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Page 10 of 12 Pages
Present and Principal
Name and Business Address Citizenship Occupation
Dr. Hans-Jorg Held Switzerland 1987: Head Central
Secretary (not member) Secretariat
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SCHEDULE II
On February 28, 1992, CIBA GEIGY Corporation
("CGC") and two employees from its Toms River plant pleaded
guilty in Superior Court, Law Division, Mercer County, New
Jersey to one count of unintentional illegal disposal of
pollutants in a double-lined landfill. Judgment of
conviction was entered on March 23, 1992. As part of the
settlement agreement, CGC paid a criminal fine of $3.5
million, civil penalties of $5.5 million and administrative
costs of $2.35 million. At the same time, it made
contribution to the State of New Jersey of $2.5 million for
environmental purposes.
On August 14, 1992, CGC pleaded no contest in
Louisiana State Court, 18th Judicial District, to fifteen
misdemeanor counts arising from falsification of certain
back-up quality control data relating to water discharge
permits at is St. Gabriel plant and paid a $250,000 fine.
At the same time, it made two contributions of $50,000 each
to the Sheriff's offices of Iberville Parish and West Baton
Rouge Parish.
In 1992, CGC pleaded guilty to an Environmental
Control Complaint and Summons resulting from an odor
emission at its Newport, Delaware plant site. The matter
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Page 12 of 12 Pages
was under the jurisdiction of the Delaware Justice of the
Peach Court, Newport, Delaware. A fine of $598.50 was paid.
