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UNITED STATES :Expires: November 30, 1999
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT of 2034
(AMENDMENT NO. ______________)*
Duramed Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
266354 10 9
(CUSIP Number)
Jeffrey D Linton
Vice President, Law, Government and
Public Affairs
Solvay Pharmaceuticals, Inc.
901 Sawyer Road
Marietta, Georgia 30062
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 6, 1999
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 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.
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).
SEC 1746(12-91)
<PAGE>
SCHEDULE 13D
- --------------------- ------------------
CUSIP NO. 266354 10 9 Page 2 of 20 Pages
- --------------------- ------------------
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
Solvay Pharmaceuticals, Inc
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
(SEE INSTRUCTIONS) (B) |_|
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
- -------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|_|
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
- -------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 1,666,666
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH -0-
REPORTING --------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 1,666,666
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,666,666
- -------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- --------------------- ------------------
CUSIP NO. 266354 10 9 Page 3 of 20 Pages
- --------------------- ------------------
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
Solvay America, Inc.
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
(SEE INSTRUCTIONS) (B) |_|
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
- -------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|_|
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 1,666,666
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH -0-
REPORTING --------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 1,666,666
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,666,666
- -------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- --------------------- ------------------
CUSIP NO. 266354 10 9 Page 4 of 20 Pages
- --------------------- ------------------
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
Solvay S.A.
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
(SEE INSTRUCTIONS) (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
Belgium
- -------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 1,666,666
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH -0-
REPORTING --------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 1,666,666
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,666,666
- -------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, OO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP Number: 266354 10 9 Page 5 of 20
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the
shares of Common Stock, par value $.01 per share (the "Shares"), of Duramed
Pharmaceuticals, Inc., a Delaware corporation ("Duramed"). The principal
executive office of Duramed is located at 7155 East Kemper Road, Cincinnati,
Ohio 45249.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Solvay Pharmaceuticals, Inc., a
Georgia corporation ("Solvay Pharmaceuticals"), Solvay America, Inc., a Delaware
corporation ("Solvay America"), and Solvay S.A., a Belgian societe anonyme
("Solvay S.A.", and together with Solvay Pharmaceuticals and Solvay America, the
"Reporting Persons").
The principal business address of Solvay Pharmaceuticals is 901 Sawyer
Road, Marietta, Georgia 30062. The principal business address of Solvay America
is 3333 Richmond Avenue, Houston, Texas 77098-3009. The principal business
address of Solvay S.A. is Rue du Prince Albert 33, 1050 Brussels, Belgium.
Solvay Pharmaceuticals is a Georgia corporation and a wholly owned
subsidiary of Solvay America, a Delaware corporation and wholly owned subsidiary
of Solvay S.A., a Belgian societe anonyme. The principal business of Solvay
Pharmaceuticals is the manufacture and sale of pharmaceuticals. The principal
business of each of Solvay S.A. and Solvay America is the manufacture and sale
of chemicals and pharmaceuticals.
The name, residence or business address, present principal occupation
or employment, and the citizenship of each of each director and executive
officer of (i) Solvay Pharmaceuticals is set forth in Schedule I hereto and
incorporated herein by reference and (ii) Solvay S.A. is set forth in Schedule
II hereto and incorporated herein by reference.
<PAGE>
CUSIP Number: 266354 10 9 Page 6 of 20
None of the Reporting Persons, or to the best knowledge and belief of
the Reporting Persons, any of the individuals listed in Schedule I or II has,
during the past five years, been convicted in any 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, federal or state securities laws or finding any violation with
respect to such laws.
This Item 2 is qualified in its entirety by reference to Schedules I
and II which are incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to a letter agreement (the "Option Agreement" and set forth as
Exhibit A hereto), dated October 6, 1999, Duramed granted Solvay Pharmaceuticals
an option (the "Option") to purchase up to 3,000,000 Shares of Duramed at a
price of $9.00 per Share. Prior to the expiration of the Option on October 15,
1999 (the "Expiration Date"), Solvay Pharmaceuticals notified Duramed that,
following the negotiation of mutually acceptable terms, it intended to exercise
the Option and initially acquire 1,666,666 Shares of Duramed at an aggregate
exercise price of $14,999,994--the maximum number of Shares that could be
acquired without first filing a Premerger Notification and Report Form with both
the Federal Trade Commission and the Department of Justice. At closing, Solvay
Pharmaceuticals intends to use readily available funds from its working capital
to make this acquisition.
Except as set forth in Schedule III, none of the persons listed on
Schedule I or II hereto has contributed any funds or other consideration towards
the purchase of the Shares of Duramed reported in this statement.
<PAGE>
CUSIP Number: 266354 10 9 Page 7 of 20
ITEM 4. PURPOSE OF TRANSACTION
The Shares of Duramed described by this statement were acquired for
investment purposes. The Reporting Persons do not have plans or proposals which
relate to or would result in any of the events described by Items 4(a) through
4(j) of Schedule 13D other than the following:
Pursuant to the Option Agreement, Duramed granted to Solvay
Pharmaceuticals an option to purchase up to 3,000,000 Shares of Duramed.
Pursuant to the Option Agreement, if Solvay Pharmaceuticals wishes to exercise
the Option, it must elect to purchase at least 1,666,666 Shares--the maximum
number of Shares of Duramed permitted by the Hart-Scott-Rodino Antitrust
Improvement Act of 1976, as amended, without first filing a Premerger
Notification and Report Form with the Federal Trade Commission and Department of
Justice.
Any purchase under the Option is conditioned upon the approval of the
boards of each of Solvay Pharmaceuticals and Duramed and compliance with any
applicable regulatory requirements. Solvay Pharmaceuticals must exercise the
Option by the close of business on the Expiration Date and purchase the first
1,666,666 Shares of Duramed no later than October 22, 1999.
Pursuant to the terms of the Option Agreement, Duramed must use its
best efforts to effect a registration statement as soon as possible for any
Shares issued to Solvay pursuant to its exercise of the Option.
Moreover, pursuant to the terms of the Option Agreement, until October
1, 2001:
o from the time that Duramed notifies Solvay Pharmaceuticals that it is
in the process of selling equity or equity linked securities until
ninety days after completion of the sale of such securities, Solvay
Pharmaceuticals cannot offer, sell, contract to sell, grant any option
to sell, or otherwise dispose of, directly or indirectly, any Shares
of Duramed;
<PAGE>
CUSIP Number: 266354 10 9 Page 8 of 20
o unless Duramed receives a credible offer from a third party for the
acquisition of a majority of the Shares of Duramed, neither Solvay
Pharmaceuticals nor any of its affiliates can in any manner, directly
or indirectly, effect or seek, offer, propose or in any way
participate in, any acquisition of any securities or assets of Duramed
or any of its subsidiaries, unless such actions shall have been
specifically invited by the board of directors of Duramed; and
o if Duramed conducts any material sale of equity or equity linked
securities to parties, other than Duramed employees and directors
under Duramed's stock option programs and other similar arrangements
in the ordinary course of business, Solvay Pharmaceuticals has the
right to purchase such securities at identical terms at the time of
such sale, such that Solvay Pharmaceuticals's percentage ownership of
Duramed, calculated on a fully-diluted basis, prior to such sale is
equal to its percentage ownership, calculated on a fully-diluted
basis, after such sale.
Prior to the Expiration Date, Solvay Pharmaceuticals notified Duramed
that it wished to exercise the Option. Solvay Pharmaceuticals will initially
acquire 1,666,666 Shares, at an aggregate exercise price of $14,999,994, subject
to certain additional conditions. Although the parties have not concluded their
negotiations, all necessary corporate approvals have been received for this
initial purchase and Solvay Pharmaceuticals believes that the parties have
agreed substantially to the terms set forth in the Option Agreement attached
hereto as Exhibit A and incorporated herein by reference, including the
negotiation and execution of definitive documentation, the satisfactory
completion of additional legal and financial due diligence and the settlement
and dismissal by Duramed of certain pending litigation.
The purchase of the remaining 1,333,334 Shares is subject to further
negotiation and additional corporate and regulatory approvals. If all conditions
are satisfied and the purchase is consummated, Solvay Pharmaceuticals will
obtain representation on the Duramed Board of Directors.
<PAGE>
CUSIP Number: 266354 10 9 Page 9 of 20
The foregoing discussion is qualified in its entirety by reference to
Schedule III, the Option Agreement and the Term Sheet, each of which is
incorporated by reference in their entirety into this Item 4.
Each Reporting Person expects to evaluate on an ongoing basis Duramed's
financial condition, business operations and prospects, market price of the
Shares of Duramed, conditions in securities markets generally, general economic
and industry conditions and other factors. Accordingly, each Reporting Person
reserves the right to change its plans and intentions at any time, as it deems
appropriate. In particular, each Reporting Person may at any time and from time
to time acquire additional Shares of Duramed or securities convertible or
exchangeable for Shares of Duramed; may dispose of Shares of Duramed; and/or may
enter into privately negotiated derivative transactions with institutional
counterparties to hedge the market risk of some or all of its positions in such
Shares. Any such transactions may be effected at any time and from time to time
subject to any applicable limitations of the Securities Act and the contractual
restrictions described in Item 6. To the knowledge of each Reporting Person,
each of the persons listed on Schedule I, Schedule II and Schedule III hereto
may make the same evaluation and reserves the same rights.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The percentage interest held by each Reporting Person presented
below and by each person set forth in Schedule III is based on the number of
Shares that Duramed reported to be issued and outstanding on September 3, 1999
in its second amendment to its Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, filed September 13, 1999, as adjusted to give effect to
the issuance of the Shares to the Reporting Persons by Duramed (the "Outstanding
Shares").
<PAGE>
CUSIP Number: 266354 10 9 Page 10 of 20
Solvay Pharmaceuticals beneficially owns 1,666,666 Shares of Duramed,
representing approximately 7.1% of the Outstanding Shares.
Solvay America and Solvay S.A. may be each deemed to beneficially own
1,666,666 Shares of Duramed, representing approximately 7.1% of the Outstanding
Shares.
Except as set forth in Schedule III, none of the Reporting Persons, and
to the knowledge of the Reporting Persons, none of the persons listed in
Schedules I and II hereto beneficially owns any Shares of Duramed other than as
set forth herein.
(b) Except as set forth in Schedule III, each Reporting Person has the
power to vote or direct the vote and dispose or direct the disposition of the
Shares beneficially owned by such Reporting Persons as indicated in pages 2
through 4 above.
(c) None of the Reporting Persons and, to the knowledge of the
Reporting Persons, none of the persons listed on Schedule I or II hereto, has
been party to any transaction in Shares of Duramed during the past sixty days.
(d) Except as set forth in Schedule III, no other person has the right
to receive or the power to direct the receipt of dividends from or proceeds from
the sale of Shares of Duramed.
(e) Not Applicable.
The foregoing discussion is qualified in its entirety by reference to
Schedule III, the Option Agreement and the Term Sheet, each of which is
incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Except as set forth in this Item 6, there are no contracts,
arrangements, understandings or relationships between the Reporting Persons (or
their wholly owned subsidiaries) and other persons with respect to the Shares of
Duramed.
<PAGE>
CUSIP Number: 266354 10 9 Page 11 of 20
Pursuant to the Option Agreement, Duramed granted to Solvay
Pharmaceuticals an option to purchase up to 3,000,000 Shares of Duramed.
Pursuant to the Option Agreement, if Solvay Pharmaceuticals wishes to exercise
the Option, it must elect to purchase at least 1,666,666 Shares--the maximum
number of Shares of Duramed permitted by the Hart-Scott-Rodino Antitrust
Improvement Act of 1976, as amended, without first filing a Premerger
Notification and Report Form with the Federal Trade Commission and Department of
Justice.
Any purchase under the Option is conditioned upon the approval of the
boards of each of Solvay Pharmaceuticals and Duramed and compliance with any
applicable regulatory requirements. Solvay Pharmaceuticals must exercise the
Option by the close of business on the Expiration Date and purchase the first
1,666,666 Shares of Duramed no later than October 22, 1999.
Pursuant to the terms of the Option Agreement, Duramed must use its
best efforts to effect a registration statement as soon as possible for any
Shares issued to Solvay pursuant to its exercise of the Option.
Moreover, pursuant to the terms of the Option Agreement, until October
1, 2001:
o from the time that Duramed notifies Solvay Pharmaceuticals that it is
in the process of selling equity or equity linked securities until
ninety days after completion of the sale of such securities, Solvay
Pharmaceuticals cannot offer, sell, contract to sell, grant any option
to sell, or otherwise dispose of, directly or indirectly, any Shares
of Duramed;
o unless Duramed receives a credible offer from a third party for the
acquisition of a majority of the Shares of Duramed, neither Solvay
Pharmaceuticals nor any of its affiliates can in any manner, directly
or indirectly, effect or seek, offer, propose or in any way
participate in, any acquisition of any securities or assets of Duramed
or any of its subsidiaries, unless such actions shall have been
specifically invited by the board of directors of Duramed; and
<PAGE>
CUSIP Number: 266354 10 9 Page 12 of 20
o if Duramed conducts any material sale of equity or equity linked
securities to parties, other than Duramed employees and directors
under Duramed's stock option programs and other similar arrangements
in the ordinary course of business, Solvay Pharmaceuticals has the
right to purchase such securities at identical terms at the time of
such sale, such that Solvay Pharmaceuticals's percentage ownership of
Duramed, calculated on a fully-diluted basis, prior to such sale is
equal to its percentage ownership, calculated on a fully-diluted
basis, after such sale.
Prior to the Expiration Date, Solvay Pharmaceuticals notified Duramed
that it wished to exercise the Option. Solvay Pharmaceuticals will initially
acquire 1,666,666 Shares, at an aggregate exercise price of $14,999,994, subject
to certain additional conditions. Although the parties have not concluded their
negotiations, all necessary corporate approvals have been received for this
initial purchase and Solvay Pharmaceuticals believes that the parties have
agreed substantially to the terms set forth in the Option Agreement attached
hereto as Exhibit A and incorporated herein by reference, including the
negotiation and execution of definitive documentation, the satisfactory
completion of additional legal and financial due diligence and the settlement
and dismissal by Duramed of certain pending litigation.
The purchase of the remaining 1,333,334 Shares is subject to further
negotiation and additional corporate and regulatory approvals. If all conditions
are satisfied and the purchase is consummated, Solvay Pharmaceuticals will
obtain representation on the Duramed Board of Directors.
Duramed and Solvay Pharmaceuticals have also agreed to jointly promote
in the United States three of their hormone products.
The foregoing discussion is qualified in its entirety by reference to
the Option Agreement and the Term Sheet, each of which is incorporated herein by
reference.
<PAGE>
CUSIP Number: 266354 10 9 Page 13 of 20
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Exhibit Description
- ----------- -------------------
A Option Agreement, dated October 6, 1999, between Duramed and
Solvay Pharmaceuticals
B Joint Filing Agreement
<PAGE>
CUSIP Number: 266354 10 9 Page 14 of 20
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: October 15, 1999
SOLVAY PHARMACEUTICALS, INC.
By: /s/ Jeffrey D. Linton
--------------------------------------
Name: Jeffrey D. Linton
Title: Vice President, Law,
Government and Public
Affairs
SOLVAY AMERICA, INC.
By: /s/ E.J. Buckingham, III
--------------------------------------
Name: E.J. Buckingham, III
Title: Vice President, General
Counsel and Secretary
SOLVAY S.A.
By: /s/ Rene H. Degreve
--------------------------------------
Name: Rene H. Degreve
Title: General Manager, Finance
and Corporate Planning
<PAGE>
CUSIP Number: 266354 10 9 Page 15 of 20
SCHEDULE I
The following schedule sets forth the name, business address, principal
occupation or employment and citizenship of all directors and executive officers
of Solvay Pharmaceuticals. Unless otherwise specified, each person listed below
is a citizen of the United States of America and has his or her principal
business address at 901 Sawyer Road, Marietta, Georgia 30062:
Name and Present Principal Occupation
Business Address or Employment and Citizenship
- ---------------- -----------------------------
Alois Michielsen Director and Chairman of the Board.
rue du Prince Albert, 33 Citizen of Belgium.
B-1050, Brussels, Belgium
Jurgen Ernst Director. Citizen of Germany.
rue du Prince Albert, 33
B-1050, Brussels, Belgium
David A. Dodd Director, President and Chief
Executive Officer.
M. Whitson Sadler Director.
3333 Richmond Avenue
Houston, Texas 77098
E.J. Buckingham, III Director.
3333 Richmond Avenue
Houston, Texas 77098
Philip M. Uhrhan Director.
3333 Richmond Avenue
Houston, Texas 77098
Harold H. Shlevin Senior Vice President, Business
Development & Scientific Affairs.
Jeffrey D. Linton Vice President, Law, Government and
Public Affairs.
Robert A. Solheim Vice President, Finance and
Administration.
<PAGE>
CUSIP Number: 266354 10 9 Page 16 of 20
Name and Present Principal Occupation
Business Address or Employment and Citizenship
- ---------------- -----------------------------
Michael I. Levitt Vice President, Manufacturing
Operations.
Gail N. Auerbach Vice President, Human Resources.
Christopher D. Offen Senior Vice President, Commercial
Operations.
J. Gregory Perkins Senior Vice President, Regulatory
and Quality Systems.
<PAGE>
CUSIP Number: 266354 10 9 Page 17 of 20
SCHEDULE II
The following schedule sets forth the name, business address, principal
occupation or employment and citizenship of all directors and executive officers
of Solvay S.A. Unless otherwise specified, each person listed below is a citizen
of Belgium and has his or her principal business address at rue du Prince
Albert, 33, B-1050, Brussels, Belgium:
Present Principal Occupation
Name and Business Address Or Employment and Citizenship
- ------------------------- -----------------------------
Baron Daniel Janssen Chairman of the Board.
Alois Michielsen Director and Chairman of the
Executive Committee.
Rene H. Degreve Director and Member of the
Executive Committee.
Jurgen Ernst Director and Member of the
Executive Committee. General
Manager of Pharmaceutical
Sector. Citizen of Germany.
Jean-Jacques Van de Berg Director.
Pierre Casimir-Lambert Director.
101 Route de la Capite
1223 Cologny (Geneva),
Switzerland
Baron Hubert de Wangen Director. Citizen of France.
Kowales SL
Av. Diagonal 439
08036 Barcelona, Spain
<PAGE>
CUSIP Number: 266354 10 9 Page 18 of 20
Present Principal Occupation
Name and Business Address Or Employment and Citizenship
- ------------------------- -----------------------------
Viscount Etienne Davignon Director.
Societe Generale De
Belgique
30 Rue Royale
1000 Brussels, Belgium
Hilmar Kopper Director. Citizen of Germany.
Deutsche Bank AG
Taunusanlage 12
60325 Frankfurt, Germany
Baron Jose del Marmol Director.
36 rue des Fonds
6280 Gougnies, Belgium
Jean-Marie Solvay Director.
Winco Inc.
32299 S. Goodtime Road
Molalla, Oregon 97038
Guy de Selliers de Moranville Director.
Robert Fleming & Co. Ltd.
25 Copthall Avenue
London EC2R 7DR (GB),
United Kingdom
Edouard de Royere Director. Citizen of France.
4 Rue de Chanaleilles
Paris 7507, France
Kenneth J. Minton Director. Citizen of Britain.
7 Midway
St. Albans
Hertfordshire AL3 4BD
United Kingdom
<PAGE>
CUSIP Number: 266354 10 9 Page 19 of 20
Present Principal Occupation
Name and Business Address Or Employment and Citizenship
- ------------------------- -----------------------------
Denis Solvay Director.
Abelag Aviation
Rue De Livourne, 66
B 1000 Brussels, Belgium
Nicolas Boel Director.
Hoogovens Aluminum
Corporation USA
101 Venture Way
Secaucus, New Jersey 07096
Jean Christiaens General Manager of the
Chemicals Sector and Member of
the Executive Committee.
Henri Lefebvre Member of the Executive
Committee and General Manager
of the Plastics Sector.
Jacques Levy Morelle Corporate Secretary.
Bernard de Laguiche Director of Corporate Planning
and Member of the Executive
Committee. Citizen of France.
Christian Jourquin Member of the Executive
Committee and General Manager
of the Processing Sector.
Luigi Belli Member of the Executive
Committee and General Manager
of Technology and Research.
Citizen of Italy.
<PAGE>
CUSIP Number: 266354 10 9 Page 20 of 20
Schedule III
Approximately four years ago, David A. Dodd, the President and Chief Executive
Officer and director of Solvay Pharmaceuticals, purchased 1,000 Shares of
Duramed, representing less than 0.005% of the Outstanding Shares, at
approximately $10 per Share. Mr. Dodd made this purchase for his personal
account with his personal funds for investment purposes only. Mr. Dodd retains
the sole power to vote or direct the vote of, dispose or direct the disposition
of, and receive or direct the receipt of dividends of or proceeds from the sale
of these Shares.
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
- ----------- -------
99.1 Letter Agreement, dated October 6, 1999, among Duramed and
Solvay Pharmaceuticals
99.2 Joint Filing Statement, dated as of October 15, 1999, between
Solvay Pharmaceuticals, Inc., Solvay America, Inc. and Solvay
S.A.
Exhibit 99.1
[DURAMED LETTERHEAD]
October 6, 1999
Solvay Pharmaceuticals, Inc.
901 Sawyer Road
Marietta, GA 30062
Dear Sir or Madam:
This is to confirm the agreement we have reached regarding your possible
purchase of shares of common stock in Duramed. We have agreed that you have the
option to purchase up to 3,000,000 shares at a price of $9.00 per share. If you
elect to purchase any of these shares, you must purchase at least 1,666,666
shares. The purchase will be on the terms set forth in the term sheet attached
as Exhibit A.
The purchase is subject to approval of our Board of Directors and compliance
with any applicable regulatory requirements. We will seek to satisfy such
conditions as soon as practical. You will have until the close of business on
October 15, 1999 to decide whether to exercise your options and to notify us of
the number of shares which you decide to purchase. The purchase of the first
1,666,666 shares must close no later than October 22, 1999. The purchase of any
additional shares will close as soon as any applicable regulatory requirements
are satisfied.
We will work together to develop more detailed agreements dealing with the
purchase.
<PAGE>
If this letter sets forth accurately our agreement with respect to the matters
set forth above, please sign and return a copy of this letter.
Cordially,
DURAMED PHARMACEUTICALS, INC.
By: /s/ E. Thomas Arington
------------------------------
E. Thomas Arington, Chairman
Read and Agreed to this 6th day of October, 1999
SOLVAY PHARMACEUTICALS, INC.
By: /s/ David A. Dodd
------------------------------
David A. Dodd, President and
Chief Executive Officer
<PAGE>
Exhibit A
ISSUER: Duramed Pharmaceuticals, Inc.
("Duramed" or the "Company")
INVESTOR: Solvay Pharmaceuticals, Inc.
("Solvay")
SECURITY: Common Stock
AMOUNT: Up to 3.0 million shares
PURCHASE PRICE $9.00 per share
GROSS PROCEEDS: Up to $27.0 million
RESALE REGISTRATION Duramed will use its best efforts to
OF SECURITIES: effect a registration statement for
the securities as soon as possible.
RESTRICTION ON SALES OF From the time that Duramed notifies
COMMON STOCK DURING Solvay that it is in the process of
MATERIAL FINANCINGS selling equity or equity linked
BY DURAMED: securities until 90 days after
completion of the sale of such
securities Solvay will not offer,
sell, contract to sell, grant any
option to sell, otherwise dispose of,
directly or indirectly, any shares of
common stock of the Company. This
provision shall terminate on 10/1/01.
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RESTRICTIONS ON Until 10/1/01, neither Solvay nor any of Solvay's
ACQUISITION OF affiliates will in any manner, directly or
ADDITIONAL COMMON indirectly, effect or seek, offer, propose or in
STOCK: any way participate in, any acquisition of any
securities or assets of the Company or any of its
subsidiaries, unless such actions shall have been
specifically invited by the Board of Directors of
Duramed.
This restriction shall be suspended if Duramed
receives a credible offer from a third party for
the acquisition of a majority of the common stock
of the Company. A credible offer is defined as an
offer which the Board of Directors of Duramed
believes should be considered.
ANTI-DILUTIVE RIGHTS: Until 10/1/01, if Duramed conducts any material
sale of equity or equity linked securities to
parties (other than Duramed employees and
directors under the Company's stock option
programs and other similar arrangements in the
ordinary course of business), Solvay shall have
the right to purchase such securities at identical
terms at the time of such sale, such that Solvay's
percentage ownership of the Company (calculated on
a fully-diluted basis) prior to such sale is equal
to its percentage ownership (calculated on a
fully-diluted basis) after such sale.
-2-
EXHIBIT 99.2
JOINT FILING STATEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13D (including any and all amendments thereto) with respect to the
Common Stock, $0.01 par value, of Duramed Pharmaceuticals, Inc., and further
agree to the filing of this agreement as an Exhibit thereto. In addition, each
party to this Agreement expressly authorizes each other party to this Agreement
to file on its behalf any and all amendments to such Statement on Schedule 13D.
Dated: October 15, 1999
SOLVAY PHARMACEUTICALS, INC.
By: /s/ Jeffrey D. Linton
-------------------------------------
Name: Jeffrey D. Linton
Title: Vice President, Law,
Government and Public
Affairs
SOLVAY AMERICA, INC.
By: /s/ E.J. Buckingham, III
-------------------------------------
Name: E.J. Buckingham, III
Title: Vice President, General
Counsel and Secretary
SOLVAY S.A.
By: /s/ Rene H. Degreve
-------------------------------------
Name: Rene H. Degreve
Title: General Manager, Finance
and Corporate Planning
