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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
MARSAM PHARMACEUTICALS INC.
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(Name of Subject Company)
SCHEIN PHARMACEUTICAL, INC.
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(Bidder)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
571 728 104
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(CUSIP Number)
MARTIN SPERBER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
100 CAMPUS DRIVE
FLORHAM PARK, NEW JERSEY 07932
(201) 593-5550
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Copy to:
EDWARD W. KERSON, ESQ.
PROSKAUER ROSE GOETZ & MENDELSOHN
1585 BROADWAY
NEW YORK, NEW YORK 10036
JULY 29, 1995
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(Date of Event which Requires Filing of this Statement)
* 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 the
disclosures provided in a prior cover page.
The information required in 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 of 7 Pages
Exhibit Index is located on Page 5
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This Statement amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission on August 4,
1995 (the "Schedule 14D-1"), by Schein Pharmaceutical, Inc., a Delaware
corporation (the "Purchaser"), and relates to the tender offer to purchase all
of the outstanding shares of common stock, par value $.01 per share (the
"Shares"), of Marsam Pharmaceuticals Inc., a Delaware corporation (the
"Company"), at a price of $21.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the offer to purchase dated
August 4, 1995 (the "Offer to Purchase") and in the related letter of
transmittal (which, together with the Offer to Purchase constitute the "Offer")
which were annexed to and filed with the Schedule 14D-1 as exhibits (a)(1) and
(a)(2), respectively. Capitalized terms used and not defined herein have the
respective meanings assigned to such terms in the Offer to Purchase and the
Schedule 14D-1.
This Statement also amends and supplements the Statement on Schedule
13D with respect to the acquisition by the Purchaser of beneficial ownership of
the Founders Shares. The item numbers and responses thereto below are in
accordance with the requirements of Schedule 14D-1.
Page 2 of 7 Pages
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Offer to Purchase, dated July 28, 1995*
(a)(2) Letter of Transmittal*
(a)(3) Notice of Guaranteed Delivery*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9*
(a)(7) Form of Summary Advertisement, dated August 4, 1995*
(a)(8) Text of Press Release, dated July 29, 1995*
(a)(9) Text of Press Release, dated August 22, 1995
(b) Commitment Letter, dated June 6, 1995, from Chemical Bank, N.A. to
Purchaser*
(c)(1) Agreement and Plan of Merger, dated July 28, 1995, among Purchaser, SM
Acquiring Corp., a wholly-owned subsidiary of Purchaser ("SM
Acquiring"), and the Company.*
(c)(2) Stockholders Agreement, dated July 28, 1995, among Purchaser, SM
Acquiring, Agvar Chemicals Inc., Agnes Varis and Karl Leichtman,
jointly, Agnes Varis, individually, and Marvin Samson.*
(c)(3) Waiver of Circa Pharmaceuticals, Inc. relating to the Stockholders'
Agreement, dated as of December 31, 1985, by and among the Company,
Marvin S. Samson, Agvar Chemicals Inc. and Bolar Pharmaceutical Co.,
Inc. (now known as Circa Pharmaceuticals, Inc.)*
(c)(4) Employment Agreement, dated July 28, 1995, among the Company and Marvin
Samson*
(c)(5) Compensation Continuation Agreement, dated October 19, 1991, by and
between the Company and Marvin Samson*
(c)(6) Split Dollar Insurance Agreement, dated March 25, 1995, by and between
Michael A. Samson and Andrew Samson, Trustees under Indenture of Trust
of Marvin Samson, dated October 3, 1989 and the Company*
(d) Complaint filed July 31, 1995 in the Delaware Chancery Court on behalf
of all shareholders of the Company against the Company et al*
(e) Not applicable
(f) None
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*Previously filed.
Page 3 of 7 Pages
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SIGNATURES
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: August 23, 1995 SCHEIN PHARMACEUTICAL, INC.
By: /s/ Martin Sperber
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Name: Martin Sperber
Title: Chairman and Chief
Executive Officer
Page 4 of 7 Pages
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EXHIBIT INDEX
(a)(1) Offer to Purchase, dated July 28, 1995*. . . . . . . . . . . . . . . . .
(a)(2) Letter of Transmittal* . . . . . . . . . . . . . . . . . . . . . . . . .
(a)(3) Notice of Guaranteed Delivery* . . . . . . . . . . . . . . . . . . . . .
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees* . . . . . . . . . . . . . . . . . . . . .
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9* . . . . . . . . . . . . . . . . . . . . . . . . . .
(a)(7) Form of Summary Advertisement, dated August 4, 1995* . . . . . . . . . .
(a)(8) Text of Press Release, dated July 29, 1995* . . . . . . . . . . . . . .
(a)(9) Text of Press Release, dated August 22, 1995 . . . . . . . . . . . . . 7
(b) Commitment Letter, dated June 6 1995, from Chemical Bank, N.A. to
Purchasers* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(c)(1) Agreement and Plan of Merger, dated July 28, 1995, among Purchaser, SM
Acquiring Corp., a wholly-owned subsidiary of Purchaser ("SM
Acquiring"), and the Company.* . . . . . . . . . . . . . . . . . . . . .
(c)(2) Stockholders Agreement, dated July 28, 1995, among Purchaser, SM
Acquiring, Agvar Chemicals Inc., Agnes Varis and Karl Leichtman,
jointly, Agnes Varis, individually, and Marvin Samson.* . . . . . . . .
(c)(3) Waiver of Circa Pharmaceuticals, Inc. relating to the Stockholders'
Agreement, dated as of December 31, 1985, by and among the Company,
Marvin S. Samson, Agvar Chemicals Inc. and Bolar Pharmaceutical Co.,
Inc. (now known as Circa Pharmaceuticals, Inc.)* . . . . . . . . . . . .
(c)(4) Employment Agreement, dated July 28, 1995, among the Company and Marvin
Samson* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(c)(5) Compensation Continuation Agreement, dated October 19, 1991, by and
between the Company and Marvin Samson* . . . . . . . . . . . . . . . . .
(c)(6) Split Dollar Insurance Agreement, dated March 25, 1995, by and between
Michael A. Samson and Andrew Samson, Trustees under Indenture of Trust
of Marvin Samson, dated October 3, 1989 and the Company* . . . . . . . .
(d) Complaint filed July 31, 1995 in the Delaware Chancery Court on behalf
of all shareholders of the Company against the Company et al* . . . . .
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*Previously filed.
Page 5 of 7 Pages
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EXHIBIT (a)(9)
Page 6 of 7 Pages
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[LOGO] SCHEIN MARSAM
PHARMACEUTICAL PHARMACEUTICALS INC.
Contact: Suzanne Soderberg (Schein) Richard A. Baron (Marsam)
(201) 593-5565 (609) 424-5600 x320
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FOR IMMEDIATE RELEASE
HART-SCOTT-RODINO EXPIRES ON SCHEIN PHARMACEUTICAL, INC.
TENDER OFFER FOR MARSAM PHARMACEUTICALS INC.
FLORHAM PARK, NEW JERSEY, AND CHERRY HILL, NEW JERSEY, AUGUST 22, 1995
-- Schein Pharmaceutical, Inc. and Marsam Pharmaceuticals Inc.
(NASDAQ:MSAM) announced today that the waiting period under the
pre-merger notification requirements of The Hart-Scott-Rodino
Antitrust Improvements Act of 1976, in connection with Schein
Pharmaceutical's cash tender offer for all the outstanding shares of
common stock of Marsam Pharmaceuticals Inc., expired on Saturday,
August 19, without a "second request" from the Federal Trade
Commission for additional information or documentary materials.
Schein Pharmaceutical's cash tender offer to purchase all the
outstanding shares of Marsam's common stock at $21.00 per share
expires at midnight, New York City time, on September 1, 1995, unless
extended.
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Page 7 of 7 Pages
