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. 2)*
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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) 593-5500
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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
September 5, 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>
SCHEDULE 14D-1
CUSIP No. 571 728 104
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Schein Pharmaceutical, Inc.
11-2726505
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
N/A [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,084,887
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
N/A [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
100%
TYPE OF REPORTING PERSON
10 CO
<PAGE>
TENDER OFFER
This Statement amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission on August 4,
1995 (as heretofore amended and as further amended by this Amendment No. 2, 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. This Statement constitutes the final amendment to the Schedule
14D-1. 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>
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder
Item 5 is hereby amended to add the following supplemental information:
The Offer expired by its terms at 12:00 midnight, New York City time, on
Friday, September 1, 1995. The Purchaser has accepted for payment and has paid
$21.00 net per Share for all the Shares validly tendered in the Offer and not
withdrawn and has acquired the remaining outstanding Shares by means of
effecting the Merger pursuant to the "short-form" merger provisions of Section
253 of the DGCL. As a result of the Merger, the Company (as the surviving
corporation in the Merger) is a direct, wholly-owned subsidiary of the
Purchaser. The Company has filed with the Commission its certification on Form
15 for termination of the registration of the Shares as a class under Section
12(g) of the Exchange Act, and the Board of Directors of the Company now
consists of Marvin Samson, Agnes Varis, Allen Misher, Martin Sperber, Paul
Feuerman, Dariush Ashrafi, and David Ebsworth.
Item 6. Interest in Securities of the Subject Company
Item 6 is hereby amended and restated to read in its entirety as follows:
(a)-(b) Pursuant to the Offer and the Merger, the Purchaser owns all the
Shares. A copy of the Purchaser's press release dated September 5, 1995
announcing the expiration of the Offer and acceptance for payment for the
Shares pursuant thereto and its plans to effect the Merger is attached hereto
as Exhibit (a)(10), and the complete text thereof is incorporated herein by
reference.
As a result of the Merger, the Purchaser is the record and beneficial owner
of all the issued and outstanding Shares and has the sole power to vote and
dispose of all such Shares.
Except as set forth above, none of the persons named in Item 2 of this
Statement beneficially owns any Shares or has effected any transaction in the
Shares during the past 60 days.
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*
<PAGE>
(a)(8) Text of Press Release, dated July 29, 1995*
(a)(9) Text of Press Release, dated August 22, 1995*
(a)(10) Text of Press Release, dated September 5, 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>
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: September 13, 1995 SCHEIN PHARMACEUTICAL, INC.
By:/s/ Martin Sperber
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Name: Martin Sperber
Title: Chairman and Chief Executive
Officer
<PAGE>
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* . . . . . . . . . . . .
(a)(10) Text of Press Release, dated September 5, 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* . . . .
___________________
*Previously filed.
EXHIBIT 10(a)
[LETTERHEAD]
SCHEIN MARSAM
PHARMACEUTICALS PHARMACEUTICALS
Contact: Suzanne Soderberg (Schein) Richard A. Baron (Marsam)
(201) 593-5565 (609) 424-5600x320
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FOR IMMEDIATE RELEASE
SCHEIN PHARMACEUTICAL ACQUIRES 96% OF
MARSAM PHARMACEUTICALS AND EXPECTS TO MERGE "PROMPTLY"
Merger Opens Major New Markets to Leading Generic Drug Manufacturer
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Florham Park, New Jersey and Cherry Hill, New Jersey, September 5, 1995 --
Schein Pharmaceutical, Inc. and Marsam Pharmaceuticals Inc. (NASDAQ:MSAM)
announced today that Schein Pharmaceuticals has acquired approximately 96%
of the outstanding shares of Marsam Pharmaceutical, and that Schein intends
promptly to effectuate a merger between the two generic drug companies. The
announcement is pursuant to Schein's previously reported $240 million cash
tender offer for all the outstanding shares of Marsam, at $21 per share, which
expired 12:00 midnight EST, September 1, 1995.
Martin Sperber, Schein's Chairman and Chief Executive Officer, said the
transaction emphasizes Schein's determination to build product breadth and
market scope through selective alliances and acquisitions. "Schein and
Marsam complement each other perfectly, with virtually no overlap in our
product lines," said Sperber. "During the next 10 years, patents will
expire in sterile penicillins and cephalosporins, oncolytics, and
anesthetics, product categories which today represent a $5 billion
hospital and home healthcare market -- precisely those categories where
Marsam is focused.
<PAGE>
This dramatic expansion of our drug portfolio means greater efficiency for
customers, who prefer a single supplier for their purchasing needs."
Sperber also noted that the merger enhances Schein's ability to capitalize
on one of the fastest growing markets in the pharmaceutical industry:
the home healthcare segment.
Marvin Samson, President and Chief Executive Officer of Marsam, noted that
Schein and Marsam are a strong fit both in terms of product and operating
culture. "I am also excited about the explosive international market
opportunities for our products created through Schein's alliance
with Bayer AG," Samson said.
As a result of the tender offer, Schein will own 10,647,261 shares of
Marsam common stock, including 159,576 shares tendered by means of
guaranteed delivery pursuant to the offer. The merger will be accomplished
by combining Marsam with Schein's wholly-owned subsidiary, SM Acquiring Co.
Inc., As a consequence, Marsam will become a direct, wholly-owned subsidiary of
Schein Pharmaceutical.
Schein Pharmaceutical, Inc. is one of the leading multisource companies in
the U.S. The combination of Schein and Marsam will employ over 1800
people at seven facilities: Florham Park, N.J.; Carmel, N.Y.; Brewster,
N.Y.; Danbury, Conn.; Phoenix, Ariz.; Humacao, Puerto Rico and Cherry Hill,
N.J. (Marsam's headquarters). Schein manufactures over 400 pharmaceutical
products in nearly every therapeutic category. Through the manufacturing
resources of Marsam, Schein is now the only multisource firm in America
with the ability to manufacture all types of injectable drugs -- including
penicillins, cephalosporins, and non-anitbiotics -- as well as oral solid
dosage products. The company maintains modern manufacturing facilities, invests
significantly in product development, and focuses on controlling health care
costs through state-of-the-art production, distribution and competitive pricing
of quality merchandise.
