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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
Marsam Pharmaceuticals Inc.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
571 728 104
(CUSIP Number)
JOHN J. MCGRAW, ESQ.
CIBA-GEIGY CORPORATION
444 SAW MILL RIVER ROAD
ARDSLEY, NY 10502
(914) 479-2041
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPIES TO:
RUTHANNE KURTYKA, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER
425 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 836-8791
JULY 18, 1995
(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 this 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.)
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SCHEDULE 13D
CUSIP NO. 571 728 104 PAGE 2 of 5 PAGES
----------- --- ---
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CIBA-GEIGY Corporation
Tax ID No. 13-183433
2 Check the Appropriate Box if a Member of a Group (a) / /
(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
7 SOLE VOTING POWER
NUMBER OF SHARES 522,352
BENEFICIALLY,
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING
PERSON 9 Sole Dispositive Power
WITH 522,352
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
522,352
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.73%
14 TYPE OF REPORTING PERSON*
*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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CIBA-GEIGY Corporation hereby amends its Schedule 13D as
hereinafter set forth.
Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D, dated July 21, 1995,
supplements Amendment No. 1 to Schedule 13D dated June 26, 1995, which amended a
Schedule 13D originally filed on June 20, 1990 on behalf of CIBA-GEIGY
Corporation ("CIBA-GEIGY") with respect to CIBA GEIGY's beneficial ownership of
shares of Common Stock (the "Common Stock") of Marsam Pharmaceuticals Inc.
("Marsam"). Capitalized terms used and not defined herein shall have the
meanings ascribed to them in the Schedule 13D.
Item 2. Identity and Background.
CIBA-GEIGY is a wholly-owned subsidiary of CIBA-GEIGY Limited,
a corporation located at CH 4002, Basle, Switzerland.
Neither CIBA-GEIGY or CIBA-GEIGY Limited nor, to the best
knowledge of such persons, any of the executive officers and directors of
CIBA-GEIGY or CIBA-GEIGY Limited has, during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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.
Item 4. Purpose of Transaction.
CIBA-GEIGY sold 360,000 shares of Common Stock on the dates
and for the purchase prices as set forth in Item 5(c) below. Since June 20, 1990
CIBA-GEIGY has held its shares of Common Stock for investment purposes only.
CIBA-GEIGY's purpose in effecting its sale of Common Stock is to realize a
substantial portion of its remaining investment in Marsam. Depending upon market
conditions and other relevant factors, CIBA-GEIGY may in the future sell all or
part of its remaining shares of Common Stock or enter into options or other
arrangements covering all or part of its investment in Marsam.
Other than as described in Item 4 to the Schedule 13D, neither
CIBA-GEIGY nor CIBA-GEIGY Limited has any plans or proposals which relate or
would result in any of the events described in paragraphs (a) through (j) of
Item 4 of Schedule 13D.
Page 3 of 5 pages.
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Item 5. Interest in Securities of the Issuer.
(a) CIBA-GEIGY and CIBA-GEIGY Limited beneficially owns
522,352 shares of Common Stock. This number of shares represents 4.73%
(down from 5.36%) of the number of outstanding shares of Common Stock (based
upon 11,051,562 shares of Common Stock outstanding at March 31, 1995 as
reported in Marsam's Form 10-Q for the quarter ended March 31, 1995). The
decrease in ownership is due to the sale of shares of Common Stock by
CIBA-GEIGY referred to in Item 5(c) below.
Except as set forth in Item 5 to the Schedule 13D, neither
CIBA-GEIGY nor CIBA-GEIGY Limited, nor, to the best knowledge of such persons,
any executive officer or director of CIBA-GEIGY or CIBA-GEIGY Limited,
beneficially owns any shares of the Common Stock.
(b) CIBA-GEIGY has the sole power to vote or to dispose of
522,352 shares.
(c) CIBA-GEIGY has sold shares of Common Stock on the
following dates within the last sixty days in over-the-counter transactions
through the NASDAQ National Market:
<TABLE>
<CAPTION>
TRADE DATE # OF SHARES SALES PRICE PER SHARE
---------- ----------- ---------------------
<S> <C> <C>
16-Jun-95 25,000 19.375
16-Jun-95 25,000 19.375
16-Jun-95 25,000 19.375
16-Jun-95 15,000 19.375
19-Jun-95 100,000 19.375
21-Jun-95 50,000 19.375
22-Jun-95 25,000 19.375
23-Jun-95 25,000 19.375
18-Jul-95 50,000 19.250
20-Jul-95 20,000 19.250
</TABLE>
(d) Not applicable.
(e) As of July 18, 1995, CIBA-GEIGY and CIBA-GEIGY Limited
ceased to be a beneficial owner of more than 5% of the Common Stock. Therefore,
CIBA-GEIGY and
Page 4 of 5 pages.
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CIBA-GEIGY Limited are no longer required to file amendments to the June 20,
1990 Schedule 13D described in Item One.
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.
Date: July 21, 1995
CIBA-GEIGY CORPORATION
By: /s/ John J. McGraw
-----------------------
John J. McGraw
Vice President, General
Counsel and Secretary
Page 5 of 5 pages.
