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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)*
Gull Laboratories, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
402901 20 1
(CUSIP Number)
Ulrich Wagner, Esq.
O'Melveny & Myers LLP
The Citicorp Center
153 East 53rd Street, 54th Floor
New York, New York 10022-4611
(212) 326-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 13, 1998
(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
/ /.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
Page 1 of 8 Pages
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CUSIP NO. 402901 20 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRESENIUS AKTIENGESELLSCHAFT
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GERMANY
7 SOLE VOTING POWER
NUMBER OF 4,930,693
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH REPORT-
ING PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,930,693
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,930,693
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62%
14 TYPE OF REPORTING PERSON
CO
2
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This Schedule 13D/A (Amendment No. 7) amends and
supplements the Statement on Schedule 13D dated May 4, 1994, as
amended and supplemented by Schedule 13D/A (Amendment No. 1) dated
June 28, 1994, by Schedule 13D/A (Amendment No. 2) dated August
15, 1994, by Schedule 13D/A (Amendment No. 3) dated December 23,
1996, by Schedule 13D/A (Amendment No. 4) dated April 21, 1997, by
Schedule 13D/A (Amendment No. 5) dated August 14, 1997 and by
Schedule 13D/A (Amendment No. 6) dated November 3, 1997 (as so
amended, the "Statement"), filed by Fresenius Aktiengesellschaft
("Fresenius AG"), with respect to the common stock, $0.001 par
value ("Common Stock") of Gull Laboratories, Inc. ("Gull").
Capitalized terms used herein without definition have the meanings
ascribed to them in the Statement.
Item 2. IDENTITY AND BACKGROUND.
Item 2 of the Statement is hereby amended by adding
the following:
The address of Fresenius AG has been changed to:
Fresenius AG
Else-Kroner Strasse 1
61346 Bad Homburg
Germany
Item 4. PURPOSE OF TRANSACTION.
Item 4 of the Statement is hereby amended by adding
the following:
On July 13, 1998, Gull issued a press release which
announced that Gull and its majority stockholder, Fresenius AG, are conducting
negotiations with a potential merger partner for a cash merger of Gull at $3.00
per share. The contemplated merger price may be subject to adjustment, depending
on the results of the potential partner's ongoing due diligence investigation.
Gull stated that no definitive merger agreement has been executed and there can
be no assurance that any transaction will ultimately be consummated or what the
price of any such transaction might be.
In connection with the commencement of such merger
discussions, Fresenius AG has agreed with the potential partner that until July
31, 1998, neither Fresenius AG nor any of its agents will solicit or entertain
an offer from, engage in discussions or negotiate with, or provide information
to, any party with respect to a sale or merger of Gull or any capital stock or
material assets of Gull. Accordingly, Fresenius AG has requested that
Wasserstein Perella & Co. Inc ("WP & Co.") suspend discussions with other
parties on behalf of Fresenius AG. (For information regarding Fresenius AG's
retention of WP & Co. with respect to Fresenius AG's investment in Gull, see
Item 4 of Fresenius AG's Schedule 13D/A (Amendment No. 6)).
Except for the matters described in this Item 4 and in
Item 4 of Fresenius AG's Schedule 13D/A (Amendment No. 6),
3
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Fresenius AG does not have any present intention to effect or cause Gull to
effect any of the transactions described in paragraphs (a) through (j) of Item 4
of Schedule 13D.
Item 7. MATERIALS TO BE FILED IN EXHIBITS.
Exhibit Exhibit No.
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Gull Press Release Issued July 13, 1998 1
4
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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: July 14, 1998 FRESENIUS AKTIENGESELLSCHAFT
By:/s/ Dr. Matthias Schmidt
------------------------------------
Name: Dr. Matthias Schmidt
Title: Member of the Managing Board
By:/s/ Rainer Baule
------------------------------------
Name: Rainer Baule
Title: Member of the Managing Board
S-1
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INDEX TO EXHIBITS
Exhibit Exhibit No.
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Gull Press Release Issued July 13, 1998 1
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EXHIBIT 1
GULL LABS EXPECTS
SECOND QUARTER LOSS;
ANNOUNCES MERGER DISCUSSIONS
AND REFOCUSED R&D
CONTACT: Pamela Fry
Gull Laboratories, Inc.
(801) 263-3524
Salt Lake City, Utah - Gull Laboratories, Inc. (AMEX: GUL), a Salt Lake
City-based medical products manufacturer, announced today that it expects to
record a substantial loss for the quarter ended June 30, 1998. The Company
stated that the loss is primarily attributable to revenue shortfalls in the
United States and Europe, decreased product prices in Europe, and approximately
$500,000 of severance payments and non-cash expenses incurred in connection with
the resignation of two executive officers.
The Company also announced that Gull and Fresenius AG, its majority
stockholder, are currently conducting negotiations with a potential merger
partner for a cash merger of Gull at $3.00 per share. The merger price may be
subject to adjustment, depending on the results of the potential partner's
ongoing due diligence investigation. No definitive merger agreement has been
executed and there can be no assurance that any transaction will be consummated
or what the ultimate price of any such transaction might be.
Dr. Silke Humberg, PhD., President and CEO of Gull, also announced that
due to lengthier-than expected clinical trials, the U.S. launch of the Company's
HSV type-specific assays would be delayed until at least the first quarter of
1999. She stated that the Company's DNA-based GeneSTAR(R) technology requires
additional development and evaluation, and will not contribute significantly to
revenues in 1998. She stated that as part of the restructuring of operations
initiated by the Executive Committee, the Company has determined to focus its
research and development activities on products such as the HSV assays and
GeneSTAR(R) over
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the next two years, and that this would have an effect on R&D activities for
other products.
Gull Laboratories, Inc. develops, manufactures and markets high-quality
diagnostic test kits for the detection of infectious diseases and autoimmune
disorders. Gull also offers a line of instrumentation for laboratory automation
and products for bloodgrouping and HLA tissue typing for transplantation. The
Company markets these products for use in hospital clinical laboratories and
private laboratories worldwide, and markets reagents and test kits for Research
Use Only to research scientists.
Gull Laboratories is a majority-owned subsidiary of Fresenius AG, an
international operating company based in Bad Homburg, Germany, which develops,
manufactures, and distributes pharmaceutical and medical systems products.
Any statements released by Gull Laboratories that are forward looking
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Investors are cautioned that forward looking
statements involve risks and uncertainties which may affect the Company's
business and prospects, including economic, competitive, governmental,
technological and other factors discussed in the Company's filings with the
Securities and Exchange Commission.
