BIOSITE DIAGNOSTICS INC
SC 13D/A, 1998-05-28
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
Previous: IDEX CORP /DE/, 8-K, 1998-05-28
Next: FIRST PACIFIC MUTUAL FUND INC /HI/, N-30D, 1998-05-28



                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                     ___________________________________
                                SCHEDULE 13D
                               (Rule 13d-101)

           INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
          TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                RULE 13d-2(a)

                             (Amendment No. 2){1}

                     BIOSITE DIAGNOSTICS INCORPORATED

                             (Name of Issuer)

                  COMMON STOCK, PAR VALUE $0.01 PER SHARE
                      (Title of Class of Securities)

                                 09094510
                              (CUSIP Number)

                           KLAUS H. JANDER, ESQ.
                            ROGERS & WELLS LLP
                              200 PARK AVENUE
                         NEW YORK, NEW YORK 10166
                                               (212) 878-8000
               (Name, Address and Telephone Number of Person
             Authorized to Receive Notices and Communications)

                                MAY 6, 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  that  is  the  subject of this
     Schedule  13D,  and is filing this schedule because of Rule  13d-1(e),
     13d-1(f) or 13d-1(g), check the following box  <square>.

               NOTE.   Schedules  filed  in  paper  format  shall include a
     signed  original  and  five  copies  of  the  schedule, including  all
     exhibits.  See Rule 13d-7(b) for other parties  to  whom copies are to
     be sent.


                       (Continued on following pages)

                             (Page 1 of 5 Pages)

__________________________
     {1} 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 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 13D


CUSIP NO. 09094510                                          PAGE 2 OF 5 PAGES


<TABLE>
<CAPTION>
  1            NAMES OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

                      Merck KGaA
<S>            <C>                           <C>            <C>
  2            CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                    (A) <square>
                                                                                                    (B) <square>
  3            SEC USE ONLY

  4            SOURCE OF FUNDS*

                      OO
  5            CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)       
                                                                                                        <square>

  6            CITIZENSHIP OR PLACE OF ORGANIZATION

                      Federal Republic of Germany
                                                7           SOLE VOTING POWER

                                                                   0
         NUMBER OF
          SHARES                                8           SHARED VOTING POWER
       BENEFICIALLY
         OWNED BY                                                  0
           EACH                                 9           SOLE DISPOSITIVE POWER
         REPORTING
          PERSON                                                   0
           WITH                                 10           SHARED DISPOSITIVE POWER
                                                
                                                                   0
 11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                            <square>

                      0
 12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                  <square>

 13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      0.0%
 14            TYPE OF REPORTING PERSON*

                      CO
</TABLE>



                                 *SEE INSTRUCTIONS BEFORE FILLING OUT!


                                                            

<PAGE>

This Amendment No.  2  (this "Amendment") to the Statement on Schedule 13D,
dated February 14, 1997  ("Schedule  13D"),  as  amended by Amendment No. 1
thereto, dated March 7, 1997, is filed by Merck KGaA in connection with its
beneficial ownership of Common Stock, par value $0.01 per share, of Biosite
Diagnostics  Incorporated,  a  Delaware corporation (the  "Common  Stock").
Schedule 13D is hereby amended as follows:

ITEM 4.   PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is amended in its entirety to read as follows:

"Merck KGaA determined to dispose  of all of the 1,187,667 shares of Common
Stock that it beneficially owned (representing  approximately  9.22% of the
12,876,016  shares of Common Stock reported by the Issuer to be outstanding
as of February  28, 1998 in the Issuer's most recent annual report filed on
Form 10-K pursuant  to  the  Securities  Exchange Act of 1934, as amended).
Solely  for  the  purpose  of  facilitating this  disposition,  Merck  KGaA
transferred  all of its Common Stock  to  its  related  company,  E.  Merck
Beteiligungen  OHG,  a  German  general  partnership, effective as of April
21, 1998.

"The disposition of all Common Stock previously  beneficially held by Merck
KGaA was completed on May 6, 1998."


ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is amended in its entirety to read as follows:

"As  of  the  date  of  the  filing of this Amendment, Merck  KGaA  is  the
beneficial owner of 0 shares of  Common  Stock,  representing  0.0%  of the
total issued and outstanding shares of Common Stock.

"Solely  for  the  purpose  of  facilitating  the disposition of all of its
Common  Stock,  Merck KGaA transferred all of its  shares  to  its  related
company,  E.  Merck   Beteiligungen  OHG,  a  German  general  partnership,
effective  as  of  April  21,   1998.    In   three  separate  open-market
transactions, E. Merck Beteiligungen OHG effected  the sale of Common Stock
to  unrelated third parties.  On May 6, 1998, 1,130,000  shares  of  Common
Stock  were  sold  at  $13.50  per  share  for  a  total  purchase price of
$15,255,000; on April 23, 1998, 10,000 shares of Common Stock  were sold at
$15.00 per share for a total purchase price of $150,000; and on  April  22,
1998, 47,667 shares of Common Stock were sold at $15.0625 per share, for  a
total purchase price of $717,984.18.

"Merck  KGaA  ceased to be a beneficial owner of more than 5% of the Common
Stock on May 6, 1998."

                                    PAGE 3 OF 5 PAGES

<PAGE>

ITEM 6.   CONTRACTS,  ARRANGEMENTS,  UNDERSTANDINGS  OR  RELATIONSHIPS WITH
          RESPECT TO SECURITIES OF THE ISSUER.

Item  5  of  the  Schedule 13D is amended by the addition of the  following
paragraph:

"Solely for the purpose  of  facilitating  the  disposition  of  all of its
Common  Stock,  Merck  KGaA  transferred  all  of its shares to its related
company,  E.  Merck  Beteiligungen  OHG,  a  German  general   partnership,
effective   as   of  April  21,  1998.   In    three  separate  open-market
transactions, E. Merck  Beteiligungen OHG effected the sale of Common Stock
to unrelated third parties.   On  May  6,  1998, 1,130,000 shares of Common
Stock were sold at $13.50 per share; on April  23,  1998,  10,000 shares of
Common Stock were sold at $15.00 per share; and on April 22,  1998,  47,667
shares of Common Stock were sold at $15.0625 per share."

                                    PAGE 4 OF 5 PAGES


<PAGE>
                             SIGNATURE

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:  May  27, 1998




                              MERCK KGAA

                              By:       /s/ Klaus-Peter Brandis
                                       ________________________________
                              Name:     Klaus-Peter Brandis 
                              Title:    Director






© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission