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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
ALPHARMA INC.
(Name of Issuer)
Class A Common Stock, par value $.20 per share
(Title of Class of Securities)
001629 10 4
(CUSIP Number)
Einar W. Sissener
c/o Alpharma Inc.
One Executive Drive
Fort Lee, New Jersey 07024
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 20, 1998
(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 filled
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.
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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).
SCHEDULE 13D
CUSIP NO. 001629 10 4 PAGE 2 OF 6 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A. L. Industrier AS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
7 SOLE VOTING POWER
NUMBER OF 9,500,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH
9,500,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.5%
14 TYPE OF REPORTING PERSON*
CO
*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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Amendment No. 4 to Statement on Schedule 13D
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby files this Amendment No. 4 to its Schedule 13D
Statement dated February 19, 1997 (as amended from time to time, the "Schedule
13D") relating to the Class A Common Stock, par value $.20 per share (the
"Common Stock") of Alpharma Inc. (the "Issuer") to amend the items and schedules
set forth herein and to file certain exhibits. No amendment is made to the items
or schedules not set forth below.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The Schedule 13D is the statement of A. L. Industrier AS
("Industrier") with respect to shares of Common Stock of the Issuer which are
issuable upon conversion on a share for share basis of shares of Class B Common
Stock , par value $.20 per share (the "Class B Stock") of the Issuer. Until its
name change in 1994, Industrier's corporate name was Apothekernes Laboratorium
A.S.
Certain information required by Item 2 concerning directors and
executive officers of Industrier is set forth on Schedule A to Amendment No. 2
to the Schedule 13D, which Schedule A is incorporated herein by reference.
Mr. Einar W. Sissener ("Sissener") is Chairman of the Board of
Industrier and, together with a family controlled private holding company and
certain relatives, beneficially owns approximately 51% of Industrier's
outstanding shares entitled to vote and, accordingly, may be deemed a
controlling person of Industrier.
(b) The address of the principal business office of Industrier and
Sissener is Harbitzalleen 3, 0275 Oslo, Norway.
(c) Industrier is a holding company which owns, in addition to its
interest in Issuer's shares, controlling and non-controlling interests in
corporations engaged, primarily in Norway and other European countries, in the
food industry, the medical diagnostic industry and other industries and owns
certain real estate interests in Norway.
(d) During the past five years, neither Industrier, nor to the
knowledge of Industrier any of the executive officers or directors of
Industrier, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
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(e) During the past five years, neither Industrier, nor to the
knowledge of Industrier any of the executive officers or directors of
Industrier, has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
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.
(f) Industrier is a corporation organized and existing under the laws
of Norway and, to its knowledge, each of its executive officers and directors is
a citizen of Norway.
ITEM 4. PURPOSE OF TRANSACTION
Subject to such actions as may be taken by the Issuer's Board of
Directors in the normal course of carrying out its responsibilities (including
pursuing a corporate strategy which includes seeking the acquisition of other
businesses), Industrier has no present plan or proposal which relates to or
would result in the acquisition or disposition by any person of securities of
Issuer, any extraordinary corporate transactions or material sale of the assets
of Issuer, any change in the Board of Directors (except as may occur at the next
annual meeting of Issuer), any material change in Issuer's capitalization,
dividend policy, business or corporate structure, any change in Issuer's
certificate of incorporation or bylaws or other instruments which may impede an
acquisition of control of Issuer, causing any class of Issuer's securities to be
delisted or to become eligible for termination of registration under Section
12(g)(4) of the Securities Exchange Act of 1934 or any similar action.
Nothing herein is intended to limit Industrier's right and ability to
suggest to Issuer a plan or proposal for any such action in the future and to
exercise its voting rights in its discretion as holder of the Class B Stock to
elect a majority of the Issuer's directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Industrier beneficially owns 9,500,000 shares of Common Stock which
it may acquire upon conversion, on a share for share basis, of the Class B Stock
which it beneficially owns. Such beneficial ownership of Common Stock
constitutes approximately 35.5% of the outstanding Common Stock (assuming
conversion of the Class B Stock and giving effect to the issuance of newly
issued shares of Common Stock pursuant to the Exchange Offer described below).
Pursuant to an exchange offer (the "Exchange Offer"), the Issuer has
accepted for exchange warrants to purchase 3,564,210 shares of Common Stock
("Warrants") tendered by holders of Warrants. Such Warrants will be exchanged
for 1,235,548 newly issued shares of Common Stock. Pursuant to the Exchange
Offer, Sissener
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and related parties tendered Warrants to purchase 1,467,367 shares of Common
Stock and will receive 508,668 shares of Common Stock in exchange therefor.
Sissener will beneficially own all such shares.
On March 30, 1998 Industrier acquired $67,850,000 of 5 3/4% convertible
(Class B) subordinated B notes of the Issuer (the "B Notes") at par using funds
which were borrowed from Den norske Bank (the "Bank"). The B Notes owned by
Industrier are convertible into Class B Stock at a conversion price of $28.59375
per share upon the occurrence of certain events, including the conversion into
Common Stock of at least 75% of the 5 3/4 Convertible Subordinated Notes due
2005 (the "A Notes") by the holders thereof, provided on such event the B Notes
shall not be converted prior to April 6, 2001. The A Notes in a principal amount
of $125,000,000 were issued by the Issuer on March 30, 1998, in a Rule 144A
offering and up to $18,750,000 of A Notes are issuable upon exercise of an
overallotment option. The A Notes are immediately convertible into Common Stock
at a conversion price of $28.59375 per share. The B Notes are also convertible
by a pledgee in the event of a default in the secured obligation or, after
October 31, 1999, by a transferee of the B Notes or a portion thereof.
Industrier does not beneficially own shares issuable on conversion of the B
Notes, because the B Notes are not convertible within 60 days.
(b) 8,226,562 of the shares of Issuer beneficially owned by Industrier
are held of record by Wangs. However, Industrier possesses sole power to direct
voting and disposition of such shares. Sissener possesses sole power to direct
voting and disposition of the shares of Common Stock beneficially owned by him.
(c) Industrier has effected no transactions in the Issuer's Common
Stock during the past sixty days.
(d) Except as set forth in the Share Pledge Agreement dated March 30,
1998 and the Note Pledge Agreement dated March 30, 1998, filed as Exhibits II
and III respectively to Amendment No. 3, which Exhibits are incorporated herein
by reference, no person other than Industrier has any right to receive or direct
the receipt of dividends from, or the proceeds from any sale of, the shares of
Class B Stock beneficially owned by Industrier or the Common Stock issuable upon
conversion thereof.
(e) Not applicable.
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Signature
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: December 8, 1998
A. L. Industrier AS
By: /s/ Glen E. Hess
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Name: Glen E. Hess
Title: Attorney-in-Fact
As authorized attorney-in-fact
