UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
IVAX Corporation
-----------------------------------------------------
(Name of issuer)
Common Stock
-----------------------------------------------------
(Title of class of securities)
465823102
--------------
(CUSIP Number)
Thomas Y. Allman
BASFIN Corporation
3000 Continental Drive-North
Mount Olive, New Jersey 07828-1234
Tel. No.: (201) 426-3230
-----------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
September 24, 1996
-----------------------------------------------------
(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
statement because of Rule 13d-1(b)(3) or (4), check the following |_|.
Check the following box if a fee is being paid with the statement |X|.
(Page 1 of 16 Pages)
<PAGE>
SCHEDULE 13D
====================== ==========================
CUSIP No. 465823102 Page 2 of 16 Pages
====================== ==========================
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
BASFIN Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 22-2026719
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER 6,284,700
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON ------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER 6,284,700
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,284,700
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.17%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------------
(Page 2 of 16 Pages)
<PAGE>
SCHEDULE 13D
====================== ==========================
CUSIP No. 465823102 Page 3 of 16 Pages
====================== ==========================
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
BASF Aktiengesellschaft
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER 6,284,700
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON ------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER 6,284,700
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,284,700
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.17%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------------
(Page 3 of 16 Pages)
<PAGE>
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, par value
$.10 per share (the "Common Stock"), of IVAX Corporation (the "Issuer"). The
Issuer is a Florida corporation with its principal executive offices located at
4400 Biscayne Boulevard, Miami, Florida 33137.
Item 2. Identity and Background.
(a) The names of the persons filing this statement are BASFIN
Corporation, a Delaware corporation ("BASFIN"), and BASF Aktiengesellschaft, a
corporation organized under the laws of Germany ("BASF AG" and, together with
BASFIN, "BASF").
(b) The addresses of the principal business and principal office of
BASF AG and BASFIN are 67056 Ludwigshafen, Germany and 3000 Continental
Drive-North, Mount Olive, New Jersey 07828-1234, respectively.
(c) BASF AG is a multinational chemical company whose operations extend
from oil and gas to high-tech chemical products. Set forth in Schedule A is the
name, citizenship, business or residence address and present principal
occupation or employment, as well as the name and address of any corporation or
other organization in which such occupation or employment is conducted, of each
of the members of the Supervisory Board and the Board of Management and each of
the executive officers of BASF AG, as of the date hereof.
BASFIN is a wholly-owned subsidiary of BASF AG. BASFIN, through
wholly-owned subsidiaries, produces and markets chemicals and pharmaceuticals
mainly in the United States and Canada. Set forth in Schedule B is the name,
citizenship, business or residence address and present principal occupation or
employment, as well as the name and address of any corporation or other
organization in which such occupation or employment is conducted, of each of the
directors and executive officers of BASFIN, as of the date hereof.
(d) During the last five years, neither BASF, nor, to the knowledge of
BASF, any person named in either Schedule A or Schedule B, has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
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 future violations of, or prohibiting
or mandating activities subject to, United States federal or state securities
laws or finding any violation with respect to such laws.
(e) During the last five years, neither BASF, nor, to the knowledge of
BASF, any person named in either Schedule A or Schedule B, 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
(Page 4 of 16 Pages)
<PAGE>
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
An aggregate of $158,279,113.27 has been paid for the 6,284,700 shares
of Common Stock owned by BASFIN. All such funds were provided from working
capital or other internally generated funds of BASF AG or its wholly-owned
subsidiaries.
Item 4. Purpose of Transaction.
BASF first acquired shares of Common Stock in connection with the
formation in March 1995 of Knoll Norton GmbH ("Knoll"), a joint venture between
a subsidiary of the Issuer and Knoll AG, a wholly-owned subsidiary of BASF AG.
BASF has recently acquired additional shares of Common Stock because it believes
that such shares represent an attractive investment at the acquisition prices
therefor.
BASF intends to continue to monitor the market price of the Common
Stock and other relevant factors, including the Issuer's business, financial
condition, results of operations and prospects, general economic and industry
conditions and the securities markets in general, and BASF will acquire
additional shares of Common Stock in the open market or privately negotiated
transactions if it believes that shares of Common Stock represent an attractive
investment. Based upon its review of such factors, BASF may also take other such
actions as BASF may deem appropriate in light of the circumstances existing from
time to time. Thus, depending on market and other factors, BASF may determine to
dispose of some or all of the Common Stock currently owned by BASF or
subsequently acquired by BASF either in the open market or in privately
negotiated transactions.
BASF does not currently have, and does not currently intend to seek,
representation on the Issuer's board of directors. However, Ernst Biekert,
Ph.D., former Chairman of the Board and Chief Executive Officer of Knoll AG, is
a director of the Issuer.
Except as set forth above, BASF has not formulated any plans or
proposals which relate to or would result in: (a) the acquisition by any person
of additional securities of the Issuer or the disposition of securities of the
Issuer, (b) an extraordinary corporate transaction involving the Issuer or any
of its subsidiaries, (c) a sale or transfer of a material amount of the assets
of the Issuer or any of its subsidiaries, (d) any change in the present board of
directors or management of the Issuer, (e) any material change in the Issuer's
capitalization or dividend policy, (f) any other material change in the Issuer's
business or corporate structure, (g) any change in the Issuer's charter or
bylaws or instrument corresponding thereto or other action which may impede the
acquisition of control of the Issuer by any person, (h) a class of the Issuer's
securities being deregistered or delisted, (i) a class of
(Page 5 of 16 Pages)
<PAGE>
equity securities of the Issuer becoming eligible for termination of
registration or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)-(b) During the past 60 days, BASFIN has acquired an aggregate of
484,700 shares of Common Stock, in open market transactions. The number of
shares and the price of each such acquisition is set forth on Schedule C. As a
result of such purchases, BASFIN owns 6,284,700 shares of Common Stock. Based
upon information contained in the most recently available filing by the Issuer
with the Securities and Exchange Commission, such shares constitute
approximately 5.17% of the issued and outstanding shares of Common Stock.
As a result of BASF AG's ownership of all of BASFIN's outstanding
capital stock, BASF AG and BASFIN have shared power to vote and dispose of all
the shares of Common Stock so owned. To the knowledge of BASF, no shares of
Common Stock are beneficially owned by any of the persons named in either
Schedule A or Schedule B.
(c) Neither BASF, nor, to the knowledge of BASF, any person named in
either Schedule A or Schedule B, has effected any transaction in the Common
Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to Be Filed as Exhibits.
Exhibit Description
- ------- -----------
1. Joint Filing Agreement between BASFIN Corporation and BASF
Aktiengesellschaft.
(Page 6 of 16 Pages)
<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: October 4, 1996 BASFIN CORPORATION
By /s/ Thomas Y. Allman
-------------------------
Name: Thomas Y. Allman
Title: Secretary
(Page 7 of 16 Pages)
<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: October 4, 1996 BASF AKTIENGESELLSCHAFT
By /s/ J. Scholz
---------------------------------
Name: J. Scholz
By /s/ Dr. E. Mueller
---------------------------------
Name: Dr. E. Mueller
(Page 8 of 16 Pages)
<PAGE>
Schedule A
----------
DIRECTORS AND EXECUTIVE OFFICERS
OF BASF AG
The name, business address and title with BASF AG, and present
principal occupation or employment, of each of the members of the Supervisory
Board and Board of Executive Directors and each of the executive officers of
BASF AG are set forth below. Except as indicated, each person's business address
is BASF Aktiengesellschaft, 67056 Ludwigshafen, Germany. Except as indicated,
each person listed below is a citizen of Germany.
Supervisory Board
<TABLE>
<CAPTION>
Present Principal
Occupation Including
Name and Title Name of Employer
-------------- ----------------
<S> <C>
Dr. rer. nat. Hans Albers, Chairman Chairman of the Supervisory Board of BASF AG
Wolfgang Daniel Member of the Works Council of the
Ludwigshafen Works of BASF AG
Volker Obenauer, Deputy Chairman Chairman of the Works Council of the
Ludwigshafen Works of BASF AG
Dr. phil. Marcus Bierich Chairman of the Supervisory Board of Robert
Bosch GmbH
(Business Address: Robert Bosch GmbH, Postfach
10 60 50, 70049 Stuttgart, Germany)
M. Etienne Graf Davignon President of Societe Generale de Belgique
(Belgian citizen) (Business Address: Societe Generale de Belgique,
30 Rue Royale, B-1000 Brussels, Belgium)
Professor Dr. rer. nat. Manfred Director, Max Planck Institute for Biophysical
Eigen Chemistry in Gottingen
(Business Address: Max Planck Institute for
Biophysical Chemistry, Postfach 28 41, 37018
Gottingen-Nikolausberg, Germany)
</TABLE>
(Page 9 of 16 Pages)
<PAGE>
Supervisory Board
<TABLE>
<S> <C>
Lothar Hick Member of the Works Council of the
Ludwigshafen Works of BASF AG
Dr. rer. nat. Wolfgang Jentzsch Employee of BASF AG
Ulrich Kuppers General Manager of the Ludwigshafen branch of
Chemical, Paper and Ceramics Industries Union
(Business Address: IG Chemie-Papier-Keramik,
Rheincenter, Rathausplatz 10-12, 67059
Ludwigshafen, Germany)
Professor Dr. rer. nat. Hans Joachim Chairman of the Board of Executive Directors of
Langmann Merck KGaA
(Business Address: Merck KGaA, Postfach 10 01
31, 64201 Darmstadt, Germany)
Dr. rer. nat. Karlheinz Messmer Plant Manager at the Ludwigshafen Works of
BASF AG
Ellen Schneider Chairwoman of the Joint Works Council of
Elastogran GmbH
(Business Address: Elastogran GmbH, Postfach 11
40, 49440 Lemforde, Germany)
Dr. jur. Henning Schulte-Noelle Chairman of the Board of Executive Directors of
Allianz Aktiengesellschaft
(Business Address: Allianz Aktiengesellschaft,
Postfach, 80796 Munich, Germany)
Gerhard Sebastian Member of the Works Council of the
Ludwigshafen Works of BASF AG
</TABLE>
(Page 10 of 16 Pages)
<PAGE>
<TABLE>
Supervisory Board
<S> <C>
Gerhard Sollner Chairman of the Works Council of the Hattorf
Works of Kali und Salz GmbH
(Business Address: Kali und Salz GmbH, Werk
Hattorf, 36269 Philippsthal, Germany)
Robert Studer President of the Administrative Council of
(Swiss citizen) Schweizerische Bankgesellschaft (Union Bank of
Switzerland)
(Business Address: Schweizerische
Bankgesellschaft, Bahnhofstrasse 45, CH-8021,
Zurich, Switzerland)
Klaus Sudhofer Deputy Chairman of Mining and Energy Industries
Union
(Business Address: IG Bergbau und Energie, Alte
Hattinger Strasse 19, 44789 Bochum, Germany)
Jurgen Walter Member of the Central Board of Executive
Directors of Chemical, Paper and Ceramics
Industries Union
(Business Address: IG Chemie-Papier-Keramik,
Konigworther Platz 6, 30167 Hannover, Germany)
Dr. rer. pol. Ulrich Weiss Member of the Board of Executive Directors of
Deutsche Bank AG
(Business Address: Deutsche Bank AG, 60262
Frankfurt, Germany)
Helmut Werner Chairman of the Executive Board of Mercedes
Benz AG
(Business Address: Mercedes Benz AG, 70322
Stuttgart, Germany)
</TABLE>
(Page 11 of 16 Pages)
<PAGE>
Board of Executive Directors
<TABLE>
<CAPTION>
Present Principal
Occupation Including
Name Name of Employer
---- ----------------
<S> <C>
Dr. Juergen F. Strube Chairman of the Board of Executive
Directors of BASF AG, President and Chief
Executive Officer of BASF AG
Gerhard R. Wolf Employee of BASF AG
Max-Dietrich Kley Employee of BASF AG
Dr. Volker Trautz Employee of BASF AG
Prof. Dr. Dietmar Werner Employee of BASF AG
Dr. Hanns-Helge Stechl Deputy Chairman of the Board of Executive
Directors of BASF AG
Dr. Albrecht Eckell Employee of BASF AG
Prof. Dr. Hans-Juergen Quadbeck-Seeger Employee of BASF AG
Dr. J. Dieter Stein Employee of BASF Corporation; Director
of BASF AG
(Business Address: BASF Corporation,
3000 Continental Drive-North, Mount
Olive, New Jersey 07828-1234)
</TABLE>
(Page 12 of 16 Pages)
<PAGE>
Schedule B
----------
DIRECTORS AND EXECUTIVE OFFICERS
OF BASFIN
The name, business address and title with BASFIN, and present principal
occupation or employment, of each of the directors and executive officers of
BASFIN are set forth below. Except as indicated, each person's business address
is BASFIN Corporation, 3000 Continental Drive-North, Mount Olive, New Jersey
07828-1234. Except as indicated, each person listed below is a citizen of
Germany.
<TABLE>
<CAPTION>
Present Principal
Occupation Including
Name and Title Name of Employer
-------------- ----------------
<S> <C>
Dr. Juergen F. Strube, Director Chairman of the Board of Executive Directors of
BASF AG; President and Chief Executive Officer of
BASF AG
(Business Address: BASF Aktiengesellschaft, 67056
Ludwigshafen, Germany)
Max-Dietrich Kley, Director Employee of BASF AG
(Business Address: BASF Aktiengesellschaft, 67056
Ludwigshafen, Germany)
Dr. Hanns-Helge Stechl, Director Deputy Chairman of the Board of Executive
Directors of BASF AG
(Business Address: BASF Aktiengesellschaft, 67056
Ludwigshafen, Germany)
Dr. J. Dieter Stein, President, President and Chief Executive Officer of BASF
Chairman of the Board and Director Corporation
(Business Address: BASF Corporation, 3000
Continental Drive-North, Mount Olive, New Jersey
07828-1234)
Gerhard R. Wolf, Director Employee of BASF AG
(Business Address: BASF Aktiengesellschaft, 67056
Ludwigshafen, Germany)
Klaus H. Messinger, Chief Financial Officer of BASFIN;
Vice President-Finance Vice President-Finance of BASF Corporation
</TABLE>
(Page 13 of 16 Pages)
<PAGE>
Schedule C
----------
Number of Shares
Date Purchased Price
---- --------- -----
9/20/96 157,800 $2,425,417.56
9/23/96 34,000 519,948.40
9/24/96 108,000 1,658,242.80
9/25/96 64,900 1,006,923.50
10/01/96 120,000 1,750,752.00
(Page 14 of 16 Pages)
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
------- ----------- ----
1. Joint Filing Agreement between BASFIN 16
Corporation and BASF Aktiengesellschaft.
(Page 15 of 16 Pages)
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, the persons named below agree to the joint filing by BASFIN on
behalf of each of them of a Statement on Schedule 13D (including amendments
thereto) with respect to the common stock of IVAX Corporation, and further agree
that this Joint Filing Agreement be included as an Exhibit to such joint
filings.
Dated: October 4, 1996 BASFIN CORPORATION
By /s/ Thomas Y. Allman
Name: Thomas Y. Allman
Title: Secretary
BASF AKTIENGESELLSCHAFT
By /s/ J. Scholz
Name: J. Scholz
By /s/ Dr. E. Mueller
Name: Dr. E. Mueller
(Page 16 of 16 Pages)
