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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
FAULDING INC.
(Name of Issuer)
Faulding Inc.
Faulding Holdings Inc.
F H Faulding & Co Limited
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
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312024 10 2
(CUSIP Numbers of Class of Securities)
Richard F. Moldin Josephine M. Dundon
President and Chief Executive Officer Vice President, Corporate Services
Faulding Inc. F H Faulding & Co Limited
200 Elmora Avenue 115 Sherriff Street
Elizabeth, New Jersey 07207 Underdale, South Australia 5032
(908) 527-9100 Australia
(61-8) 8205-6500
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of Person(s) Filing Statement)
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with a copy to:
William F. Wynne, Jr., Esq. William R. Griffith, Esq.
White & Case Parker Duryee Rosoff & Haft
1155 Avenue of the Americas 529 Fifth Avenue
New York, New York 10036 New York, New York 10017
(212) 819-8200 (212) 599-0500
This statement is filed in connection with (check the appropriate box):
(a)[X] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
(b)[ ] The filing of a registration statement under the Securities Act of 1933.
(c)[ ] A tender offer.
(d)[ ] None of the above.
Check the following box if soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
CALCULATION OF FILING FEE
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Transaction Amount of
valuation* Filing Fee**
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$84,284,260 $16,857
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* For purposes of calculating the filing fee only. This calculation assumes
the purchase of 5,863,368 shares of Common Stock, par value $.01 per
share, of Faulding Inc. at $13.50 net per share in cash.
** The amount of the filing fee, calculated in accordance with Rule 0-11(c) of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the aggregate value of cash offered for such number of shares.
[X] Check box if any part of the fee is offset by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
Amount Previously Paid: $16,857 Filing Parties: Faulding Inc.
Form or Registration No.: Schedule 14A Date Filed: October 10, 1997
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INTRODUCTION
This Amendment No. 1 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (the "Statement") is being filed jointly by Faulding Inc., a
Delaware corporation (the "Company"), Faulding Holdings Inc., a Delaware
corporation ("Holdings"), and F H Faulding & Co Limited, an Australian
corporation ("Parent"). Holdings is a wholly-owned subsidiary of Parent. The
Statement relates to the filing by the Company of a Definitive Proxy Statement
(including all schedules and annexes thereto, the "Definitive Proxy Statement")
in connection with, inter alia, an amendment to the Company's Certificate of
Incorporation providing for the recapitalization of the Company
(the "Recapitalization"), pursuant to which the Company will effect a reverse
stock split (the "Reverse Stock Split") whereby each 7,924,385 issued shares of
the Company's Common Stock, par value $.01 per share (the "Common Stock") will
be combined into one validly issued share of new common stock of the Company
(the "New Common Shares"), and each stockholder who or which immediately prior
to the effective time of the Recapitalization was a holder of less than
7,924,385 shares of Common Stock will be entitled to receive $13.50 per share of
Common Stock in cash (the "Recapitalization Amendment"), upon the terms and
conditions set forth in the Agreement and Plan of Recapitalization by and among
the Company, Holdings and Parent dated as of September 29, 1997 (the
"Recapitalization Agreement"). The Reverse Stock Split will cause the Common
Stock, which is registered with the Securities and Exchange Commission (the
"Commission") pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended, to be held of record by less than 300 persons.
Concurrently with the filing of this Statement, the Company is filing
with the Commission the Proxy Statement, a copy of which is incorporated
herein by reference in its entirety, including all schedules and
annexes thereto. Capitalized terms used and not defined herein shall have the
meanings ascribed to such terms in the Proxy Statement.
The cross-reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Company's
Proxy Statement of the information required to be included in response to the
items of this Statement. The responses to each item in this Statement are
qualified in their entirety by the information contained in the Proxy Statement.
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CROSS-REFERENCE SHEET
Item in Schedule 13E-3 Proxy Statement
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Item 1(a) Front Cover Page of the Proxy Statement;
CERTAIN INFORMATION CONCERNING THE COMPANY --
The Company
Item 1(b) INTRODUCTION
Item 1(c) MARKET PRICES AND DIVIDENDS -- Market Prices
Item 1(d) MARKET PRICES AND DIVIDENDS -- Dividends
Item 1(e) *
Item 1(f) *
Item 2(a)-(d); (g) INTRODUCTION; CERTAIN INFORMATION CONCERNING
THE COMPANY; CERTAIN INFORMATION CONCERNING
PARENT AND HOLDINGS; CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
Item 2(e)-(f) *
Item 3(a)(1) SPECIAL FACTORS -- Interests of Certain Persons
in The Recapitalization; CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS
Item 3(a)(2), (b) SPECIAL FACTORS -- Background of the
Recapitalization; The Recapitalization
Agreement; CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS; Annex A
Item 4 INTRODUCTION; SUMMARY; THE SPECIAL MEETING;
SPECIAL FACTORS -- Certain Effects of the
Recapitalization ; -- Interests of Certain
Persons in the Recapitalization; SOURCE AND
AMOUNT OF FUNDS; THE RECAPITALIZATION
AGREEMENT; SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT; Annex A
Item 5 SPECIAL FACTORS -- Purpose and Structure of the
Recapitalization; -- Certain Effects of the
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Recapitalization; -- Plans for the Company
After the Recapitalization;
Item 6(a), (b) SOURCE AND AMOUNT OF FUNDS; FEES AND EXPENSES
Item 6(c), (d) *
Item 7(a)-(c) SPECIAL FACTORS -- Background of the
Recapitalization; -- Determinations of the
Special Committee; Fairness of the
Recapitalization; -- Purpose and Structure
of The Recapitalization; -- Plans for the
Company After the Recapitalization
Item 7(d) SPECIAL FACTORS -- Purpose and Structure of the
Recapitalization; -- Certain Effects Of The
Recapitalization; -- Certain Federal Income Tax
Consequences To Stockholders; -- Plans For The
Company After The Recapitalization; --
Interests Of Certain Persons In The
Recapitalization; --Accounting Treatment Of The
Recapitalization; The Recapitalization
Agreement; Annex A
Item 8(a)-(e) INTRODUCTION; THE SPECIAL MEETING; SPECIAL
FACTORS -- Background Of The Recapitalization;
-- Determinations Of The Special Committee;
Fairness Of The Recapitalization; -- Financial
Advisor; Fairness Opinion; -- Position Of
Parent And Holdings; -- Purpose And Structure
Of The Recapitalization; The Recapitalization
Agreement -- Conditions To Consummation Of
The Recapitalization; Annex A; Annex B
Item 8(f) *
Item 9 INTRODUCTION; SPECIAL FACTORS -- Background Of
The Recapitalization; -- Determinations Of The
Special Committee; Fairness Of The
Recapitalization; -- Financial Advisor;
Fairness Opinion; Annex B
Item 10 INTRODUCTION; SPECIAL FACTORS -- Interests Of
Certain Persons In The Recapitalization; The
Recapitalization Agreement -- Payments
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Under Stock Options; SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Item 11 INTRODUCTION; SPECIAL FACTORS -- Interests Of
Certain Persons In The Recapitalization; THE
RECAPITALIZATION AGREEMENT; Annex A
Item 12 INTRODUCTION; SPECIAL FACTORS -- Background Of
The Recapitalization; -- Determinations Of The
Special Committee; Fairness Of The
Recapitalization; -- Position Of Parent And
Holdings; THE RECAPITALIZATION AGREEMENT;
Annex A
Item 13(a) *
Item 13(b), (c) *
Item 14(a) SUMMARY -- Selected Consolidated Financial Data
Item 14(b) *
Item 15(a) SPECIAL FACTORS -- Purpose And Structure Of The
Recapitalization; -- Plans For The Company
After The Recapitalization; -- Interests Of
Certain Persons In The Recapitalization; SOURCE
AND AMOUNT OF FUNDS; FEES AND EXPENSES
Item 15(b) THE SPECIAL MEETING -- Proxies; Revocation Of
Proxies
Item 16 Additional information concerning the
Recapitalization is set forth in the
Proxy Statement which information
is incorporated herein by reference in its
entirety
Item 17 Separately included herewith
*Omitted because the answer is negative or the Item is not applicable.
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE
TRANSACTION.
(a) The information set forth on the first page of the Proxy Statement and
under "CERTAIN INFORMATION CONCERNING THE COMPANY -- The Company" in the
Proxy Statement is incorporated herein by reference.
(b) The information set forth under "INTRODUCTION" in the Proxy Statement is
incorporated herein by reference.
(c) The information set forth under "MARKET PRICES AND DIVIDENDS -- Market
Prices" in the Proxy Statement is incorporated herein by reference.
(d) The information set forth under "MARKET PRICES AND DIVIDENDS -- Dividends"
in the Proxy Statement is incorporated herein by reference.
(e) Not applicable.
(f) Not applicable.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d); (g) This Statement is being filed jointly by the Company
(which is the issuer of the class of equity securities that is the subject of
the Rule 13e-3 transaction), Parent and Holdings. The information set forth
under "INTRODUCTION," "CERTAIN INFORMATION CONCERNING THE COMPANY," "CERTAIN
INFORMATION CONCERNING PARENT AND HOLDINGS" and "CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS" in the Proxy Statement is incorporated herein by
reference.
(e)-(f) During the last five years, none of the Company, Parent,
Holdings, nor, to the best of their knowledge, any of their directors or
executive officers (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (ii) has been 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 further violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The information set forth under "SPECIAL FACTORS -- Interests of
Certain Persons in the Recapitalization" and "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS" in the Proxy Statement is incorporated herein by reference.
(a)(2), (b) The information set forth under "SPECIAL FACTORS --
Background of the Recapitalization," "THE RECAPITALIZATION AGREEMENT" and
"CERTAIN RELATIONSHIPS AND
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Related Transactions" in the Proxy Statement and Annex A thereto is incorporated
herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)-(b) The information set forth under "INTRODUCTION," "SUMMARY,"
"SPECIAL FACTORS -- Certain Effects of the Recapitalization," "-- Interests of
Certain Persons in the Recapitalization," "SOURCE AND AMOUNT OF FUNDS," "THE
RECAPITALIZATION AGREEMENT" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT" in the Proxy Statement and Annex A thereto is incorporated
herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth under "SPECIAL FACTORS -- Purpose and
Structure of the Recapitalization," "-- Certain Effects of the
Recapitalization," and "-- Plans for the Company after the Recapitalization" in
the Proxy Statement is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a), (b) The information set forth under "SOURCE AND AMOUNT OF FUNDS"
and "FEES AND EXPENSES" in the Proxy Statement is incorporated herein by
reference.
(c), (d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth under "SPECIAL FACTORS -- Background
of the Recapitalization," "-- Determinations of the Special Committee;
Fairness of the Recapitalization," "-- Purpose and Structure of the
Recapitalization" and "--Plans for the Company after the Recapitalization" in
the Proxy Statement is incorporated herein by reference.
(d) The information set forth under "SPECIAL FACTORS -- Purpose and
Structure of the Recapitalization," "-- Certain Effects of the
Recapitalization," "-- Certain Federal Income Tax Consequences to
Stockholders,""-- Plans for the Company after the Recapitalization," "--
Interests of Certain Persons in the Recapitalization," "-- Accounting Treatment
of the Recapitalization" and "THE RECAPITALIZATION AGREEMENT" in the Proxy
Statement and Annex A thereto is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The information set forth under "INTRODUCTION," "THE SPECIAL
MEETING" "SPECIAL FACTORS -- Background of the Recapitalization," "--
Determinations of the Special Committee; Fairness of the Recapitalization,"
"-- Financial Advisor; Fairness Opinion," "-- Position of Parent and Holdings"
and "-- Purpose and Structure of the
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Recapitalization" in the Proxy Statement and Annex B thereto is incorporated
herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth under "INTRODUCTION," "SPECIAL
FACTORS -- Background of the Recapitalization," "-- Determinations of the
Special Committee; Fairness of the Recapitalization" and "--Financial Advisor;
Fairness Opinions" in the Proxy Statement and Annex B thereto is incorporated
herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The information set forth under "INTRODUCTION," "SPECIAL
FACTORS -- Interests of Certain Persons in the Recapitalization," "THE
RECAPITALIZATION AGREEMENT -- Payments under Stock Options" and "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" in the Proxy Statement is
incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH
RESPECT TO THE ISSUER'S SECURITIES.
The information set forth under "INTRODUCTION," "SPECIAL FACTORS --
Interests of Certain Persons in the Recapitalization," and "THE RECAPITALIZATION
AGREEMENT" in the Proxy Statement and Annex A thereto is incorporated herein by
reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION.
(a)-(b) The information set forth under "INTRODUCTION," "SPECIAL
FACTORS --Background of the Recapitalization," "-- Determinations of the Special
Committee; Fairness of the Recapitalization", "-- Position of Parent and
Holdings" and "THE RECAPITALIZATION AGREEMENT" in the Proxy Statement and
Annex A thereto is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a)-(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth under "SUMMARY -- Selected Consolidated
Financial Data" in the Proxy Statement and the information set forth on pages 21
through 51 of the Faulding Annual Report on Form 10-K for the year ended June
30, 1997, filed as exhibit (g) hereto, are incorporated herein by reference.
Exhibit (g) is expressly incorporated herein by
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reference pursuant to General Instruction D to Schedule 13E-3.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth under "SPECIAL FACTORS -- Purpose and
Structure of the Recapitalization," "-- Plans for the Company After the
Recapitalization," "-- Interests of Certain Persons in the Recapitalization,"
"SOURCE AND AMOUNT OF FUNDS," and "FEES AND EXPENSES" in the Proxy Statement is
incorporated herein by reference.
(b) The information set forth under "THE SPECIAL MEETING -- Proxies;
Revocation of Proxies" in the Proxy Statement and Annex A thereto is
incorporated by reference herein.
ITEM 16. ADDITIONAL INFORMATION.
The information contained in the Proxy Statement is incorporated herein
by reference in its entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b)(4) Opinion of CIBC Oppenheimer Corp. (included as Annex B to
the Proxy Statement filed on December 9, 1997 and which is incorporated by
reference).
(d)(2) Proxy Statement and related Letter to Stockholders filed on
Decemer 9, 1997 and which is incorporated by reference in its entirety.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: December 9, 1997 FAULDING INC.
By: /s/ Richard F. Moldin
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Name: Richard F. Moldin
Title: President and Chief Executive Officer
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: December 9, 1997 FAULDING HOLDINGS INC.
By: /s/ Edward D. Tweddell
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Name: Dr. Edward D. Tweddell
Title: Director
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: December 9, 1997 F H FAULDING & CO LIMITED
By: /s/ Edward D. Tweddell
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Name: Dr. Edward D. Tweddell
Title: Group Managing Director and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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(b)(4) Opinion of CIBC Oppenheimer Corp. (included as Annex B to the Proxy
Statement filed on December 9, 1997 and which is incorporated by
reference).
(d)(2) Proxy Statement and related Letter to Stockholders filed on
December 9, 1997 and which is incorporated by reference in its
entirety.
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