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. 10)*
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 30, 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 Commission. See Rule 13d-1(A) for other parties to whom
copies are to be sent.
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* 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).
<PAGE>
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*:
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Australia
- -----------------| 7. SOLE VOTING POWER:
NUMBER OF SHARES | 14,283,820
|
BENEFICALLY | 8. SHARED VOTING POWER:
|
OWNED BY EACH |
| 9. SOLE DISPOSITIVE POWER:
REPORTING PERSON | 14,283,820
|
WITH | 10. SHARED DISPOSITIVE POWER:
- -----------------|
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
15,848,770 (includes 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
<PAGE>
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*:
N/A
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:
NUMBER OF SHARES | 14,283,820
|
BENEFICALLY | 8. SHARED VOTING POWER:
|
OWNED BY EACH |
| 9. SOLE DISPOSITIVE POWER:
REPORTING PERSON | 14,283,820
|
WITH | 10. SHARED DISPOSITIVE POWER:
- -----------------|
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
15,848,770 (includes 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
<PAGE>
* 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.
<PAGE>
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 ("Holdings"), as amended by
Holdings and F.H Faulding & Co. Limited, a corporation organized under the
laws of the State of South Australia, Commonwealth of Australia (the "Parent"),
by Amendment Nos. 1-9 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 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented by adding thereto the
following:
No funds are required to effectuate the conversion into Common
Stock of the Issuer's Class A Preferred Stock held by Holdings.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by adding thereto the
following:
Effective June 30, 1997, Holdings converted its 834,188 shares of
Class A Preferred Stock into Common Stock (the "Conversion") in accordance
with the terms of the Class A Preferred Stock. The Conversion was effected
by Holdings because the Issuer would have had the right to redeem the Class A
Preferred Stock on or after December 1, 1997.
The 834,188 shares of Class A Preferred Stock were converted into
5,005,128 shares of Common Stock.
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 20,099,688. 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) Holdings beneficially owns 15,848,770 shares of Com-
mon Stock, including 1,564,950 shares issuable upon conversion
of its 150,000 shares of Class B Preferred Stock. Assuming
the conversion of its B Preferred Stock, Holding'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 0.002% of the Issuer's issued and
outstanding shares of Common Stock.
<PAGE>
(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) Holdings currently has the sole power to vote, direct the
voting of, dispose of and direct the disposition of 14,283,820
shares of the Issuer's Common Stock as of the date hereof.
These shares comprise approximately 71.1% 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) Other than as reported herein, Holdings 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.
<PAGE>
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: July 7, 1997
F.H. FAULDING & CO. LIMITED
By: /s/ Edward D Tweddell
Edward D. Tweddell
Group Managing Director
FAULDING HOLDINGS INC.
By: /s/ Josephine M. Dundon
Josephine M. Dundon
Vice President
