UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
FAULDING INC.
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(Name of Issuer)
Common Stock (par value $0.01 per share)
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(Title of Class of Securities)
312024 10 2
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(CUSIP Number)
Josephine Dundon
c/o F.H. Faulding & Co. Limited
115 Sherriff Street
Underdale, South Australia 5032
Australia
011-618-8205-6500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 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 / /.
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 Commis- sion. 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.
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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).
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
F.H. Faulding & Co. Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) / /
(b) / /
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU-
ANT TO ITEMS 2(d) or 2(e): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Australia
- -----------------| 7. SOLE VOTING POWER:
NUMBER OF SHARES | 9,278,692
|
BENEFICALLY | 8. SHARED VOTING POWER:
|
OWNED BY EACH |
| 9. SOLE DISPOSITIVE POWER:
REPORTING PERSON | 9,278,692
|
WITH | 10. SHARED DISPOSITIVE POWER:
- -----------------|
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
15,848,770 (includes 5,005,128 shares issuable upon conversion of the
Issuer's Class A Preferred Stock and 1,564,950 shares issuable upon
conversion of the Issuer's Class B Preferred Stock).
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
73.2%
14. TYPE OF REPORTING PERSON*:
CO
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Faulding Holdings Inc.
Fed. Emp. ID No. 52-1597982
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 PURSU-
ANT TO ITEMS 2(d) or 2(e): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
- -----------------| 7. SOLE VOTING POWER:
NUMBER OF SHARES | 9,278,692
|
BENEFICALLY | 8. SHARED VOTING POWER:
|
OWNED BY EACH |
| 9. SOLE DISPOSITIVE POWER:
REPORTING PERSON | 9,278,692
|
WITH | 10. SHARED DISPOSITIVE POWER:
- -----------------|
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
15,848,770 (includes 5,005,128 shares issuable upon conversion of the
Issuer's Class A Preferred Stock and 1,564,950 shares issuable upon
conversion of the Issuer's Class B Preferred Stock).
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
73.2%
14. TYPE OF REPORTING PERSON*:
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT. INCLUDE BOTH SIDES OF THE
COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE
SCHEDULE, AND THE SIGNATURE ATTESTATION.
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This Statement amends and supplements the Statement on Schedule 13D dated
June 3, 1985 and filed with the Securities and Exchange Commission on behalf of
Faulding Holdings Inc., a Delaware corporation (the "Purchaser"), as amended by
Amendment Nos. 1-8 thereto (the "Schedule 13D"), relating to the Common Stock,
par value $0.01 per share (the "Common Stock"), of Faulding Inc., a Delaware
corporation ("the Issuer"). Unless otherwise indicated, all capitalized terms
used but not defined herein shall have the respective meanings assigned to such
terms in the Schedule 13D.
Item 2. Identity and Background.
Item 2 is hereby amended and supplemented by adding thereto the following:
(a) - (c): This Statement is filed jointly on behalf of F.H. Faulding & Co.
Limited, a corporation organized under the laws of South Australia, Commonwealth
of Australia (the "Parent"), and Faulding Holdings Inc., a Delaware corporation
wholly owned by the Parent (the "Purchaser"). The Parent's address is:
115 Sherriff Street
Underdale, South Australia 5032
Australia
Since March 14, 1996, the date of Amendment No. 8 to the Schedule 13D,
Richard H. Fidock resigned as a Director, and Roderick McNeil resigned as
Director and Company Secretary, of the Parent. They have not been replaced on
the Board of Directors of the Parent. In addition, since March 14, 1996, the
following individuals have either changed titles or become Executive Officers of
the Parent: Josephine M. Dundon (Vice President, Corporate Services), Peter J.
Maloney (Chief Financial Officer) and Mark Laurie (Company Secretary).
The business address for each of the above Executive Officers of the Parent
is:
115 Sherriff Street
Underdale, South Australia 5032
Australia
(d)-(f): During the past five years, none of the above named Executive
Officers (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) 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.
Each of the above named Executive Officers is a citizen of Australia.
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Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented by adding thereto the following:
The Parent intends to use a portion of its recently announced entitlement
offer to its shareholders to acquire the shares of Common Stock not currently
owned by the Purchaser pursuant to the Acquisition (as hereinafter defined).
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by adding thereto the following:
On June 3, 1997, the Parent made a proposal (the "Proposal") to acquire all
of the outstanding shares of Common Stock not currently owned by the Purchaser
at a price of US$12 per share in cash (the "Acquisition"). A copy of the letter
making the Proposal is attached as Exhibit 1 hereto, and the description
contained in this Statement regarding the Proposal does not purport to be
complete and such description is qualified in its entirety by reference to the
letter attached as Exhibit 1 hereto. A press release relating to the Proposal
was issued by the Parent on June 3, 1997 (the "Press Release"). A copy of the
Press Release is attached as Exhibit 2 hereto, and any description contained in
this Statement relating to the Press Release does not purport to be complete and
such description is qualified in its entirety by reference to the Press Release
attached as Exhibit 2 hereto
The Parent and the Purchaser intend to enter into the Acquisition in order
to acquire the entire equity interest in the Issuer.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and supplemented by adding thereto the following:
(a) The number of issued and outstanding shares of Common Stock of the
Issuer is 15,094,560 (as last reported in the Issuer's report on Form 10-Q for
the period ended March 31, 1997, which was filed with the Commission on May 1,
1997). The aggregate number and percentage of the class of securities identified
in Item 1 beneficially owned by each person named in Item 2 as of the date
hereof is as follows:
(i) The Purchaser beneficially owns 15,848,770 shares of Common Stock,
including 5,005,128 shares issuable upon conversion of its 834,188 shares
of Class A Preferred Stock and 1,564,950 shares issuable upon conversion of
its 150,000 shares of Class B Preferred Stock. Assuming the conversion of
both the Class A and B Preferred Stock, the Purchaser's ownership would be
approximately 73.2% of the Issuer's then issued and outstanding shares of
Common Stock.
(ii) Mr. Piper, a Director of the Parent, beneficially owns 500 shares
of Common Stock of the Issuer, which shares comprise approximately 0.0003%
of the Issuer's issued and outstanding shares of Common Stock.
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(b) The number of shares of Common Stock as to which each person listed in
paragraph (a) above has sole power to vote or to direct the vote, shared power
to vote or to direct the vote, sole power to dispose or direct the disposition
of, or shared power to dispose or direct the disposition of, is as follows:
(i) The Purchaser currently has the sole power to vote, direct the
voting of, dispose of and direct the disposition of 9,278,692 shares of the
Issuer's Common Stock as of the date hereof. These shares comprise
approximately 61.5% of the Issuer's issued and outstanding Common Stock.
(ii) Mr. Piper has the sole power to vote, direct the voting of,
dispose of and direct the disposition of all 500 of the shares of Common
Stock that he beneficially owns.
(c) The Purchaser is not aware of any transaction in the Common Stock of
the Issuer during the past sixty days by any persons named in response to
paragraph (a) above.
(d) None
(e) Not applicable
Item 7. Material to be filed as Exhibits
1. Letter to Board of Directors of the Issuer, dated June 3, 1997.
2. Press Release of Parent, dated June 3, 1997.
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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: June 10, 1997
F.H. FAULDING & CO. LIMITED
By: /s/ Edward D. Tweddell
Edward D. Tweddell
Group Managing Director
FAULDING HOLDINGS INC.
By: /s/ Richard F. Moldin
Richard F. Moldin
Chief Executive Officer
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EXHIBIT 1
LETTER TO BOARD OF DIRECTORS OF THE ISSUER, DATED JUNE 3, 1997
3 June 1997
Board of Directors
Faulding Inc
200 Elmora Avenue
Elizabeth
New Jersey 07207
Dear Sirs,
The Board of Directors of FH Faulding & Co Limited ("Faulding") has authorised
me to make a proposal on behalf of Faulding to acquire all of the outstanding
shares of common stock, par value $0.01 per share (the "Common Stock"), of
Faulding Inc not currently owned by Faulding at a price of US$12 per share in
cash.
As you know, Faulding has owned a substantial majority of the outstanding
shares of Common Stock since 1989 and Faulding currently owns approximately
62% of the Company's outstanding Common Stock and approximately 73% of the
Common Stock on a fully diluted basis. Faulding believes it would be in the
mutual best interest of Faulding, Faulding Inc and the shareholders of
Faulding Inc for Faulding to acquire the shares of Common Stock that it does
not already own on the terms and conditions set forth in this letter.
Faulding is prepared to enter into a merger agreement pursuant to which a
newly organised United States subsidiary of Faulding would be merged into
Faulding Inc as a result of which a subsidiary of Faulding would acquire all
of the issued and outstanding shares of Common Stock that are not currently
owned by it at a price of US$12 per share in cash. The merger agreement
would be in a form customary for transactions of this type. Our proposal
presumes that there will be no material adverse change in the results or
operations, business or financial condition of Faulding Inc and its
subsidiaries taken together.
We believe that this proposal is fair to the minority stockholders of
Faulding Inc. It provides a substantial premium to recent market prices to
holders of Faulding Inc's Common Stock and enables Faulding Inc's
shareholders to receive cash for their shareholdings now at a premium per
share price which they are unable to recognise in the market. The US$12
offer price represents a premium of approximately 78%, 28% and 11% over the
average of the closing market price of Faulding Inc's Common Stock during the
latest twelve-month, three-month and one-month periods, respectively.
Furthermore, the offer price represents
<PAGE>
a multiple of approximately 25 times the average of the publicly forecasted
earnings per share for the fiscal year ending June 30, 1998.
Because of Faulding's holdings in Faulding Inc and my service on Faulding
Inc's Board, I believe that our proposal should be considered by a committee
of the Board consisting of independent directors advised by independent legal
and financial advisers selected by them. I would like to arrange a
telephonic meeting of the Board as soon as possible to create this committee.
As with any firm proposal of this nature, time is of the essence. We are in
a position to proceed on an expedited basis.
Yours sincerely,
Edward D Tweddell
CEO/Group Managing Director
EXHIBIT 2
PRESS RELEASE OF PARENT, DATED JUNE 3, 1997
3 June, 1997 -- Adelaide, Australia
F H Faulding & Co Limited announces US $12 per share merger proposal for US
subsidiary Faulding Inc
F H Faulding & Co Limited (Faulding) announced today that its Board of
Directors had approved a proposal to the Board of Directors of Faulding Inc
to acquire all of the common shares of Faulding Inc not already owned by
Faulding for US $12 per share in cash.
Faulding currently owns approximately 62% of the outstanding shares of common
stock of Faulding Inc and approximately 73% on a fully diluted basis.
Approximately 5,815,868 shares of Faulding Inc's common stock are owned by
the public.
The proposal, which was made in a letter delivered today to Faulding Inc,
involves a cash merger in which a newly formed wholly owned subsidiary of
Faulding would be merged into Faulding Inc and would acquire all of the
issued and outstanding common shares that are not currently owned by Faulding
at a price of US$12 per share in cash.
Dr Edward Tweddell, the Group Managing Director/Chief Executive Officer of
Faulding and Chairman of the Board of Faulding Inc, indicated that he planned
to seek a meeting of the Board of Directors of Faulding Inc as soon as
possible and would propose that the Board of Faulding Inc appoint a committee
of its independent directors to consider Faulding's proposal.
Faulding has appointed Dillon, Read & Co. Inc. to act as its investment
banker in this transaction.
Faulding intends to fund the merger by means of a rights issue for which an
underwriting offer has been received from JB Were & Son.
For further information, please contact:
Dr. Edward Tweddell
Group Managing Director/Chief Executive Officer
Telephone: +61 8 8205 6500ENDS (2/6/97)
