SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Chiron Corporation
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
170040109
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(CUSIP Number)
Dr. Herbert Gut Philip A. Gelston, Esq.
Novartis AG Cravath, Swaine & Moore
Schwarzwaldallee 215 Worldwide Plaza
CH-4058, Basel 825 Eighth Avenue
Switzerland New York, New York 10019
41-61-696-1111 (212) 474-1000
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(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
February 25, 1997
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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 [ ]
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).
(Continued on following page(s))
Page 1 of 15
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SCHEDULE 13D
CUSIP No. 170040109
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Novartis Biotech Partnership, Inc.
I.R.S. No. 06-1415318
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 85,352,824*
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
85,352,824*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,352,824*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
PERCENT OF CLASS REPRESENTED
13 BY AMOUNT IN ROW (11)
46.9%*
14 TYPE OF REPORTING PERSON*
CO
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*Assuming the exercise of an option to purchase such number of shares
of Common Stock as will result in the ownership of 49.9% of the outstanding
Common Stock, and subtracting shares of Common Stock beneficially owned by
Novartis Corp, Novartis Pharma or Novartis that are not so owned by
Novartis Biotech.
Page 2 of 15
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SCHEDULE 13D
CUSIP No. 170040109
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Novartis Corporation
I.R.S. No. 13-1834433
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [X]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SOLE VOTING POWER
SHARES 7 -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 85,360,280 *
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
85,360,280*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,360,280*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
PERCENT OF CLASS REPRESENTED
13 BY AMOUNT IN ROW (11)
46.9%*
14 TYPE OF REPORTING PERSON*
CO
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*Assuming the exercise of an option to purchase such number of shares
of Common Stock as will result in the ownership of 49.9% of the outstanding
Common Stock, and subtracting shares of Common Stock beneficially owned by
Novartis Pharma or Novartis but not by Novartis Corp.
Page 3 of 15
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SCHEDULE 13D
CUSIP No. 170040109
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Novartis Pharma AG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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
Switzerland
NUMBER OF SOLE VOTING POWER
SHARES 7 -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 5,121,460
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
5,121,460
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,121,460
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
PERCENT OF CLASS REPRESENTED
13 BY AMOUNT IN ROW (11)
3%
14 TYPE OF REPORTING PERSON
CO
Page 4 of 15
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SCHEDULE 13D
CUSIP No. 170040109
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Novartis AG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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) [X]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
NUMBER OF SOLE VOTING POWER
SHARES 7 348,028
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 90,481,740 *
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 348,028
10 SHARED DISPOSITIVE POWER
90,481,740*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,829,768*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
PERCENT OF CLASS REPRESENTED
13 BY AMOUNT IN ROW (11)
49.9%*
14 TYPE OF REPORTING PERSON
CO
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*Assuming the exercise of an option to purchase such number of shares
of Common Stock as will result in the ownership of 49.9% of the outstanding
Common Stock.
Page 5 of 15
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This amendment to a statement on Schedule 13D relates to Common
Stock, par value $0.01 per share (the "Common Stock"), of Chiron
Corporation, a Delaware corporation (the "Company"). Novartis AG (which
under Swiss law may be referred to as AG, SA or Inc.), the successor by
consolidation to Ciba-Geigy Limited ("Novartis"), Novartis Corporation,
formerly Ciba-Geigy Corporation ("Novartis Corp"), Novartis Biotech
Partnership, Inc., formerly Ciba Biotech Partnership, Inc. ("Biotech"), and
Novartis Pharma AG (which under Swiss law may be referred to as AG, SA or
Inc.) ("Novartis Pharma" and, together with Novartis, Novartis Corp and
Biotech the "Reporting Persons") hereby amend, the 13D Statement.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Item 6 is hereby amended by adding the following:
Issuance of Settlement Puts
On February 24, 1997, the United States District Court for the
Northern District of California, San Jose Division, approved a settlement
of the matter of Dr. Michael Perera, et al. v. Chiron Corporation, et al.
Pursuant to the settlement, on February 25, 1997, Novartis Biotech (BVI)
Limited, a subsidiary of Biotech, issued 6,000,000 "Eurpoean" style put
options to a financial intermediary (the "Counterparty") and authorized the
Counterparty to deposit the proceeds of the sale into an escrow account for
the plaintiffs. Each put entitles the holder on the maturity date of the
put to an amount equal to the excess, if any, of $30 over the per share
price of the Common Stock.
A copy of the form of put Confirmation is filed as Exhibit
(c)(13) hereto.
Page 6 of 15
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Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding the following exhibit:
(c)(13) Form of put Confirmation
Page 7 of 15
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SIGNATURE
After due 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 6, 1997
NOVARTIS BIOTECH PARTNERSHIP, INC.,
by /s/ DOUGLAS G. WATSON
------------------------
Name: Douglas G. Watson
Title: President
NOVARTIS AG,
by /s/ URS BARLOCHER
----------------------
Name: Urs Barlocher
Title: General Counsel
by /s/ CHRISTOPH MADER
-----------------------
Name: Christoph Mader
Title: Senior Corporate
Counsel
NOVARTIS CORPORATION,
by /s/ DOUGLAS G. WATSON
---------------------
Name: Douglas G. Watson
Title: President
Page 8 of 15
<PAGE>
by /s/ URS BARLOCHER
-----------------------------
Name: Urs Barlocher
Title: Secretary of the Board
by /s/ HERBERT GUT
-----------------------
Name: Herbert Gut
Title: General Counsel
Page 9 of 15
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Name Page No.
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(c)(13) Form of put Confirmation..................
Page 10 of 15
<PAGE>
[Exhibit 13]
Date: 25 February 1997
To: Novartis Biotech (BVI) Limited
Attn: Jeff Benjamin
Fax No.: (914) 785-2491
From: *
Fax.: *
Subject: Single Share Put Transaction
(Reference Number: *)
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Dear Sirs:
The purpose of this letter agreement (this "Confirmation") is to set forth
the terms and conditions of this Transaction entered into between * ("Party
A") and Novartis Biotech (BVI) Limited ("Party B"), on the Trade Date
referred to below. This telecopy constitutes a 'Confirmation' as referred
to in the Master Agreement specified below.
1. The definitions and provisions contained in the 1996 ISDA Equity
Derivatives Definitions (the "Definitions"), as published by the
International Swaps and Derivatives Association, Inc., ("ISDA") are
incorporated into this Confirmation. In the event of any inconsistency
between the Definitions and this Confirmation, this Confirmation will
prevail for purposes of this Transaction.
This Confirmation evidences a complete binding agreement between you
and us as to the terms of the Transaction to which this Confirmation
relates. In addition, you and we agree to use all reasonable efforts
promptly to negotiate, execute and deliver an agreement in the form of
the ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA
Form"), which such modifications as you and we will in good faith
agree. Upon the execution by you and us of such an agreement, this
Confirmation will supplement, form a part of, and be subject to that
agreement. All provisions contained in or incorporated by reference in
that agreement upon its execution will govern this Confirmation except
as expressly modified below. Until we execute and deliver that
agreement, this Confirmation, together with all other documents
referring to the ISDA Form (each a "Confirmation") confirming
transactions (each a "Transaction") entered into between us
(notwithstanding anything to the contrary in a Confirmation), shall
supplement, form a part of, and be subject to an agreement in the form
of the ISDA Form as if we had executed an agreement in such form (but
without any Schedule) on the Trade Date of the first such Transaction
between us. In the event of any inconsistency between the provisions
of that agreement and this Confirmation, this Confirmation will
prevail for the purpose of this Transaction.
This Confirmation will be governed by and construed in accordance with
the laws of England and Wales without reference to choice of law
doctrine.
Party A and Party B each represents to the other that it is entering
into this Transaction in reliance upon such tax, accounting,
regulatory, legal, and financial advice as it deems necessary and not
upon any view expressed by the other. Party A and Party B acknowledge
that each party has made (or refrained from making) substantial
financial commitments and has taken (or refrained from taking) other
material actions in reliance on the other party's entering into this
Transaction.
Legend: An asterisk (*) indicates material that has been omitted pursuant
to a request for confidential treatment; such material has been filed
separately with the Securities and Exchange Commission.
Page 11 of 15
<PAGE>
2. The terms of the Transaction to which this Confirmation relates are as
follows:
A. General Terms:
Trade Date: 25 February 1997
Option Style: European
Option Type: Put
Seller: Party B
Buyer: Party A
Shares: Common Stock of Chiron
Corporation (the "Issuer")
(Symbol: CHIR).
Exchange: Nasdaq National Market.
Related Exchange: Chicago Board Options
Exchange
Number of Options: 6,000,000
Option Entitlement: 1 Share per Option
Strike Price: USD 30.00
Premium: USD * (Premium per Option: USD *)
Premium Payment Date: 25 February 1997
Expiration Time: 4:00 p.m. (local time in New
York City)
Expiration Date: *
Calculation Agent: Party A. The Calculation Agent shall
have no responsibility for good faith
errors or omissions and all
determinations and calculations made
by the Calculation Agent shall be
binding on the parties hereto absent
manifest error.
Valuation Date: The Exercise Date
Averaging Date Market Modified Postponement
Disruption:
B. Procedure for Exercise:
Automatic Exercise: Applicable
C. Settlement Terms:
Cash Settlement: Applicable
Relevant Price: *
Page 12 of 15
<PAGE>
Averaging Dates: *
Cash Settlement Payment Three Currency Business Days
Date: after the Valuation Date.
Market Disruption Event: The occurrence or existence on any
Exchange Business Day of any
suspension of or limitation imposed
on trading (by reason of movements in
price exceeding limits permitted by
the relevant exchange or otherwise)
on (i) the Exchange in the Shares or
(ii) the Related Exchange in options
contracts on the Shares if, in the
determination of the Calculation
Agent, such suspension or limitation
is material.
D. Adjustments:
Potential Adjustment Event: In accordance with Section 9.1(e) of
the Definitions save that (i) a
potential Adjustment Event shall not
include a Spinoff, to which
"Additional Extraordinary Events"
shall apply, and (ii) any cash
dividend or distribution on the
Shares shall constitute an
"extraordinary dividend" for purposes
of Section 9.1(e) of the Definitions.
Method of Adjustments: Calculation Agent Adjustment.
Extraordinary Events:
Consequences of Merger Events:
(a) Share-for Share: Alternative Obligation
(b) Share-for-Other: Cancellation and Payment
(c) Share-for-Combined: Cancellation and Payment
Nationalization or Insolvency: Cancellation and Payment
Additional Extraordinary Events:
Delisting: The Exchange ceases to list or
otherwise include the Shares, other
than in connection with a Merger
Event, and no successor exchange or
quotation system is designated in
accordance with the definition of
"Exchange". If a Delisting occurs,
then the Transaction will be canceled
as of the date of Delisting and the
Seller will pay to the Buyer an
amount determined in a manner
analogous to determination of the
amount specified in Section 9.7 of
the Definitions. For that purpose,
the Delisting will be the Option
Value Event, the first public
announcement of a firm intention to
delist will be the Announcement Date,
and the value ascribed to the
Page 13 of 15
<PAGE>
relevant Shares will be determined as
if the Exchange Business Day
preceding the date of the Delisting
were the sole Averaging Date
hereunder.
Spinoff: A distribution or dividend to
existing holders of Shares of shares
("Spinoff Shares") in an enterprise
or other securities of an enterprise
formerly owned by the Issuer to
holders of Shares. If a Spinoff
occurs, then the Calculation Agent
shall adjust the terms of this
Transaction such that the Transaction
shall be deemed to be a Basket
Transaction, with the Basket composed
of Shares equal to the Option
Entitlement and a number of the
Spinoff Shares to which a holder of
the number of shares equal to the
Option Entitlement would be entitled
upon consummation of the Spinoff,
and, if necessary, the Calculation
Agent will adjust any relevant terms
accordingly.
3. Party A Representation: Party A represents and warrants to
Party B, which representation and
warranty shall be deemed to survive
the Trade Date, that any transactions
in Shares that it makes to hedge its
initial exposure under this
Transaction will comply with all
laws, rules and regulations,
including U. S. securities laws, as
may be applicable to such hedging
transactions either generally or as a
result of this Transaction.
4. Party B Representation: As of the Trade Date, Party B hereby
represents and warrants to Party A
that no person employed by Party B
who has participated or is
participating in the negotiation of
this Transaction is in possession of
non-public, material information with
regard to the Issuer.
5. Credit Support Document: Party B agrees to provide the
following described Credit Support
Document:
The full, unconditional and
irrevocable Guarantee of Novartis AG,
in a form and substance acceptable to
Party A.
6. Credit Support Provider: Novartis AG
7. Account Details:
Payments to
Party A: *
Party B: As instructed pursuant to letter
dated February 24, 1997.
8. Documentation: Please contact: *
Page 14 of 15
<PAGE>
Yours faithfully,
*
By:
---------------------------
Name:
Title:
AGREED AS OF THE DATE
FIRST ABOVE WRITTEN:
Novartis Biotech (BVI) Limited
By:
---------------------------
Name: Jeff Benjamin
Title: Vice President and
General Counsel
Page 15 of 15
