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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
(Rule 14c-101)
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[ x ] Preliminary Information Statement [ ] Confidential for Use of the
Commission Only (as permitted
by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
A. L. Pharma Inc.
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[ x ] $125 per Exchange Act Rules 0-11(c)(1)ii), or 14c-5(g).
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
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Preliminary Information Statement
A.L. PHARMA INC.
ONE EXECUTIVE DRIVE
P.O. BOX 1399
FORT LEE, NEW JERSEY 07024
INFORMATION STATEMENT
Amendment to A.L. Pharma Inc.'s
Certificate of Incorporation to Change
the Company Name to ALPHARMA INC.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
Approximate date of Mailing of this Information Statement: August 25, 1995.
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INTRODUCTION
This Information Statement is being furnished in connection with a proposed
name change involving A.L. Pharma Inc., a Delaware corporation (the "Company").
At a meeting of the Board of Directors of the Company held on August 3, 1995
(the "Board Meeting") the Board of Directors unanimously adopted a resolution
approving a change in the Company's name from A.L. Pharma Inc. to ALPHARMA INC.
and declaring it advisable and in the best interests of the Company's
stockholders to amend the Company's Certificate of Incorporation to effectuate
such name change (such amendment to the Company's Certificate of Incorporation
is referred to herein as the "Name Change Amendment").
VOTE REQUIRED/WRITTEN CONSENT
Under the Company's Certificate of Incorporation and, applicable Delaware
law approval of the Name Change Amendment requires the affirmative vote of a
majority of the aggregate number of votes cast by the holders of the Company's
Class A Common Stock, par value $.20 per share (the "Class A Stock") and Class B
Common Stock, par value $.20 per share (the "Class B Stock") voting as a single
class, with the holders of the Class A Stock casting one vote per share of Class
A Stock held and the holders of the Class B Stock casting four votes per share
of Class B Stock held. In accordance with Section 228 of Delaware General
Corporation law, A.L. Industrier AS ("A.L. Industrier"), the beneficial owner of
100% of the Class B Stock executed a written consent (the "Written Consent")
approving the Name Change Amendment which Written Consent provides that the
action approved by A.L. Industrier therein will be effective on the 20th day
after this Information Statement is sent to the Company's stockholders. Since
A.L. Industrier by virtue of its ownership of the Class B Stock has the right to
cast in excess of a majority of the votes generally entitled to be cast on
matters presented to the Company's stockholders, as a result of A.L. Industrier
having executed the Written Consent, the Name Change Amendment has been approved
by the holders of the Company's outstanding stock having in excess of the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Accordingly, the Name Change Amendment has been approved by the required
percentage of the Company's stockholders and will become effective as of the
20th day after this Information Statement is sent to the Company's stockholders.
NO DISSENTERS RIGHTS OF APPRAISAL
There is no provision in the Delaware General Corporation Law allowing for
dissenters rights of appraisal in connection with the Name Change Amendment.
REASONS FOR NAME CHANGE/EFFECT OF NAME CHANGE
Senior Management of the Company recommended to the Board of Directors that
the Company change its corporate name from A.L. Pharma Inc. to ALPHARMA INC. for
the following reasons:
1. To provide the Company with a modernized name to serve as a global
"corporate umbrella". As of the date of this Information Statement, the five
operating divisions of the Company are operating under various names. The
adoption of ALPHARMA as a global "umbrella" will identify all divisions of the
Company under a single corporate brand.
2. To increase internal and external recognition of the Company's products and
services. Senior management of the Company believes that the use of a single
name will permit the Company's employees worldwide to identify themselves as
members of the ALPHARMA family of companies. In addition, they also believe
that the use of a single corporate brand will increase outside recognition of
the Company's broad range and quality of its products and services.
3. Because of the Company's international presence and workforce, the name
change results in a name which is more consistently pronounceable in most major
languages while retaining the "AL" central to the history of the Company.
The change of name will not affect in any way the validity or
transferability of stock certificates currently outstanding, the capital
structure of the Company or the listing of any of its securities on the New York
Stock Exchange (the "NYSE"). The stock will continue to be traded on the NYSE
under the symbol "ALO." Shareholders with
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certificated shares may continue to hold their existing certificates or receive
new certificates reflecting the name change upon tendering of old certificates
to the Company's transfer agent.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
OWNERSHIP OF COMMON STOCK
The following table sets forth as of March 1, 1995 (unless otherwise noted)
certain information regarding the beneficial ownership of the Class A Stock and
the Class B Stock by (a) each person who is known to the Company to be the
beneficial owner of more than 5% of the outstanding shares of either of such
classes, (b) each director and each nominee for director of the Company and the
five named executive officers (as defined below) and (c) all directors and
executive officers of the Company as a group. Unless otherwise indicated, each
beneficial owner possesses sole voting and dispositive power with respect to the
shares listed in this table.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE PERCENT PERCENT OF
TITLE OF CLASS OF BENEFICIAL OF COMMON STOCK
OF STOCK NAME OF BENEFICIAL OWNER OWNERSHIP CLASS (BOTH CLASSES)
-------------------- ---------------------------------------- ------------- ------- --------------
<S> <C> <C> <C> <C>
Class B Common Stock A.L. Industrier AS(1) 8,226,562(2) 100.00% 38.06%
Class A Common Stock A.L. Industrier AS(1) 0(3) *(3) *
Class A Common Stock Wellington Management Company(4) 1,991,550 14.88 9.21
Class A Common Stock INVESCO PLC(5) 1,381,000 10.32 6.39
INVESCO North American Group, Ltd.(5)
INVESCO, Inc.(5)
INVESCO North American Holdings, Inc.(5)
INVESCO Funds Group, Inc.(5)
Class A Common Stock Government of Singapore Investment 1,303,800 9.74 6.03
Corporation Pte Ltd.(6)
Government of Singapore(6)
Monetary Authority of Singapore(6)
Class A Common Stock State of Wisconsin Investment Board(7) 1,171,000 8.75 5.42
Class A Common Stock Vanguard Specialized Portfolios, Inc.--Health 847,700 6.33 3.92
Care(8)
Class A Common Stock Einar W. Sissener(9) 0 * *
Class A Common Stock James Balog 11,000 * *
Class A Common Stock I. Roy Cohen 27,844 * *
Class A Common Stock Thomas G. Gibian 1,450 * *
Class A Common Stock Glen E. Hess 4,525 * *
Class A Common Stock Gert W. Munthe(10) 0 * *
Class A Common Stock Georg W. Sverdrup(11) 4,500 * *
Class A Common Stock Erik G. Tandberg(12) 0 * *
Class A Common Stock Peter G. Tombros 500 * *
Class A Common Stock Jeffrey E. Smith(13) 63,124 * *
Class A Common Stock David E. Cohen(14) 41,466 * *
Class A Common Stock Niels L. Graugaard 14,000 * *
Class A Common Stock George S. Barrett(15) 11,678 * *
Class A Common Stock All directors and executive officers as a 191,100 1.43 *
group (18 persons)(16)
</TABLE>
---------------
* Indicates ownership of less than one percent.
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(1) The address of A.L. Industrier AS (formerly known as Apothekernes
Laboratorium A.S), a corporation organized and existing under the laws of
the Kingdom of Norway ("A.L. Industrier"), is Postboks 158 Skoyen, N-0212
Oslo 2, Norway.
(2) These shares of Class B Stock are held of record by A/S Wangs Fabrik, a
wholly owned subsidiary of A.L. Industrier, although A.L. Industrier
retains full beneficial ownership of these shares. Of such amount
1,828,125 shares have been pledged to two Norwegian banks as collateral for
outstanding debt and unused drawing facilities. A.L. Industrier has agreed
with the Company that, other than pledges of up to 2,000,000 shares
(including the pledges of shares described above), it will not sell or
otherwise dispose of any of its Class B Stock or convert any such shares
into Class A Stock at any time prior to November 1, 1997.
(3) Shares of Class B Stock are convertible into an equal number of shares of
Class A Stock. If all shares of Class B Stock beneficially owned by A.L.
Industrier were converted as of March 1, 1995, A.L. Industrier would own
approximately 38.06% of the then outstanding shares of Class A Stock.
(4) The source of this information is the Amendment No. 4 to Schedule 13G dated
January 24, 1995 and filed with the Securities and Exchange Commission (the
"Commission") by Wellington Management Company ("WMC"). Such Amendment No.
4 to Schedule 13G reported that WMC has shared voting power and shared
dispositive power with respect to 770,150 shares and 1,991,550 shares,
respectively, and does not have sole voting power or sole dispositive power
with respect to any shares. WMC also reported that, other than Vanguard
Specialized Portfolios, Inc. - Health Care ("Vanguard"), none of its
clients is known to have more than 5% beneficial ownership. See footnote
(8) below for information regarding Vanguard's ownership of shares of Class
A Stock. The address of WMC is 75 State Street, Boston, Massachusetts
02109.
(5) The source of this information is the Amendment No. 2 to Schedule 13G dated
February 14, 1995 and filed with the Commission by INVESCO PLC, a parent
holding company, INVESCO North American Group, Ltd., a holding company,
INVESCO, Inc., a holding company, INVESCO North American Holdings, Inc., a
holding company, and INVESCO Funds Group, Inc., an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940. Such
Amendment No. 2 to Schedule 13G reported that each of the reporting persons
have shared voting power and shared dispositive power with respect to
1,381,000 shares and such persons hold the shares on behalf of other
persons (none of whom has more than 5% beneficial ownership) who have the
right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, such shares. The address of INVESCO PLC,
INVESCO North American Group, Ltd., INVESCO, Inc., INVESCO North American
Holdings, Inc. and INVESCO Funds Group, Inc. is 11 Devonshire Square,
London EC2M 4YR, England.
(6) The source of this information is the Amendment No. 1 to Schedule 13D dated
May 24, 1994 and filed with the Commission by Government of Singapore
Investment Corporation Pte Ltd. (the "Singapore Corporation"), Government
of Singapore ("Singapore") and Monetary Authority of Singapore (the
"Singapore Authority"). Such Amendment No. 1 to Schedule 13D reports that
(a) the Singapore Corporation beneficially owns an aggregate of 1,303,800
shares which were bought by Singapore and the Singapore Authority and has
shared voting power and shared dispositive power with respect to such
shares, (b) Singapore beneficially owns 973,400 shares and has shared
voting power and shared dispositive power with respect to such shares and
(c) the Singapore Authority beneficially owns 330,400 shares and has shared
voting power and shared dispositive power with respect to such shares. The
address of the Singapore Corporation, Singapore and the Singapore Authority
is 250 North Bridge Road, #33-00 Raffles City Tower, Singapore 0617.
(7) The source of this information is the Amendment No. 1 to Schedule 13G dated
February 13, 1995 and filed with the Commission by State of Wisconsin
Investment Board (the "Wisconsin Board"), a government agency which manages
public pension funds. The address of the Wisconsin Board is P.O. Box 7842,
Madison, Wisconsin 53707.
(8) The source of this information is the Amendment No. 3 to Schedule 13G dated
February 10, 1995 and filed with the Commission by Vanguard. Such
Amendment No. 3 to Schedule 13G reported that Vanguard had sole voting
power and shared dispositive power with respect to the 847,700 shares. The
address of Vanguard is P.O. Box 2600, Valley Forge, Pennsylvania 19482.
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(9) Mr. Sissener is Chairman of the Board of A.L. Industrier and together with
A/S Swekk (Mr. Sissener's family-controlled private holding company)
("Swekk") and certain of his relatives beneficially owns approximately
50.8% of the outstanding ordinary shares of A.L. Industrier's capital stock
("A.L. Industrier Shares"), which corresponds to 53.1% of the A.L.
Industrier Shares entitled to vote.
(10) Mr. Munthe is a director of A.L. Industrier and beneficially owns 11,800
A.L. Industrier Shares (approximately 3% of the outstanding A.L. Industrier
Shares). The Company has been advised by Mr. Munthe that such A.L.
Industrier Shares are owned by members of his immediate family and are
included in the number of shares beneficially owned by Mr. Sissener (see
footnote (9) above) and he does not have any voting or dispositive power
over such shares.
(11) These shares of Class A Stock are owned by Unger-Vetlesen Medical Fund.
Mr. Sverdrup has advised the Company that, as Chairman of the Board of
Unger-Vetlesen Medical Fund, he has sole voting power with respect to, and
may be deemed to be the beneficial owner of, such shares. Mr. Sverdrup is
also the Vice Chairman of A.L. Industrier's Company Assembly (the corporate
body which elects A.L. Industrier's directors) and owns 2,000 A.L.
Industrier Shares (approximately 0.5% of the outstanding A.L. Industrier
Shares).
(12) Mr. Tandberg is a director of A.L. Industrier and owns eight A.L.
Industrier Shares.
(13) Includes 50,125 shares that may be obtained upon exercise of stock options
granted under the Company's 1983 Incentive Stock Option Plan, as amended,
and exercisable as of March 1, 1995 or within sixty days thereof. The
Company has been advised by Mr. Smith that his wife or children own 3,750
of these shares but that he has voting power over such shares.
(14) Includes 32,125 shares that may be obtained upon exercise of stock options
granted under the Company's 1983 Incentive Stock Option Plan, as amended,
and exercisable as of March 1, 1995 or within sixty days thereof.
(15) Includes 9,250 shares that may be obtained upon exercise of stock options
granted under the Company's 1983 Incentive Stock Option Plan, as amended,
and exercisable as of March 1, 1995 or within sixty days thereof.
(16) Includes 99,750 shares that the executive officers of the Company as a
group may obtain upon exercise of stock options granted under the Company's
1983 Incentive Stock Option Plan, as amended, and exercisable as of March
1, 1995 or within sixty days thereof.
OWNERSHIP OF WARRANTS
Pursuant to a Restructuring Agreement dated May 16, 1994, between the
Company and A.L. Industrier (the "Restructuring Agreement"), the Company through
a series of related transactions (collectively, the "Combination Transaction")
acquired on October 3, 1994 ownership of a newly formed Norwegian corporation
which adopted the name Apothekernes Laboratorium AS ("A.L. Oslo"). The
businesses of A.L. Oslo consist of the pharmaceutical, bulk antibiotics, animal
health and aquatic animal health businesses owned and operated by A.L.
Industrier (the "Related Norwegian Businesses") prior to the Combination
Transaction.
The aggregate consideration (the "Consideration") was paid by the Company
directly to the shareholders of A.L. Industrier and consisted of $23.6 million
and warrants (the "Warrants") to purchase 3,600,000 shares of Class A Stock.
The exercise price of the Warrants is $21.945 per share. The Warrants generally
are exercisable beginning on the earlier of October 3, 1995 or the date the
registration statement covering the Warrants is declared effective by the
Commission and expire on January 3, 1999, except that the Warrants issued to or
held by Mr. Sissener and Swekk are not exercisable until October 3, 1997.
As shareholders of A.L. Industrier, Mr. Sissener, Swekk, certain of Mr.
Sissener's relatives (including Mr. Munthe's immediate family) and Messrs.
Sverdrup and Tandberg each received their pro rata share of the Consideration in
connection with the Combination Transaction. In the Combination Transaction,
Mr. Sissener, Swekk and certain of his relatives received Warrants to purchase
an aggregate of 1,894,755.06 shares of Class A Stock (of which 110,094 shares
are issuable upon exercise of Warrants received by Mr. Munthe's immediate
family). Messrs. Sverdrup
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and Tandberg received Warrants to purchase 18,660 and 74.64 shares of Class A
Stock, respectively, in the Combination Transaction.
APPROVAL OF NAME CHANGE AMENDMENT ASSURED
As described in "Vote Required/Written Consent" the Name Change Amendment
has been approved by the holders of the Company's outstanding stock having in
excess of the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Accordingly, the Name Change Amendment has been approved and
will become effective as of the 20th day after this Information Statement is
sent to the Company's stockholders.
By order of the Board of Directors
/s/ Beth P. Hecht
Beth P. Hecht
Secretary
A.L. Pharma Inc.
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