United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
CATALYTICA, INC.
(Name of Issuer)
COMMON STOCK
$.001 PAR VALUE
(Title of Class of Securities)
148885-106
(CUSIP Number)
MITSUBISHI OIL CO., LTD.
(Name of Person Filing Statement)
Copy to:
Theodore A. Paradise
Yoshindo Tomoi Davis Polk & Wardwell
Mitsubishi Oil Co., Ltd. Akasaka Twin Tower East, 13F
6-41, Konan 1-chome 17-22, Akasaka 2-chome
Minato-ku, Tokyo 108 Minato-ku, Tokyo 107
Japan Japan
Tel. No.: (81) (3) 3472-7510 Tel. No.: (81) (3) 5561-4421
(Name, Address and Telephone Number of
Persons Authorized to Receive Notices and Communications)
October 23, 1997
(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 statement because of Rule 13d-1(b)(3) or (4), check the following:
[ ]
Check the following box if a fee is being paid with this statement: [ ].
(A fee is not required only if the reporting persons (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.)
SCHEDULE 13D
CUSIP No. 148885-106
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mitsubishi Oil Co., Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
7 SOLE VOTING POWER
2,048,132 Shares of Common Stock
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON None
WITH
9 SOLE DISPOSITIVE POWER
2,048,132 Shares of Common Stock
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,048,132 Shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9% (See Item 5 for a description of the method used in
calculating this percentage.)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC1746 (9-88) 2 of 7
Mitsubishi Oil Co., Ltd. (the "Buyer") hereby amends and supplements its
Statement on Schedule 13D originally filed on February 26, 1993 (the "Original
Schedule 13D").
Item 1. Security and Company.
The class of equity securities to which this statement relates is the
Common Stock, $.001 par value per share (the "Shares"), of Catalytica,
Inc., a Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 430 Ferguson Drive, Building 3,
Mountain View, California 94043.
Item 2. Identity and Background.
The first sentence of the second paragraph of the response set forth in
Item 2 of the Original Schedule 13D is hereby amended in its entirety to read
as follows:
The address of the principal business and the principal office of Buyer
is 6-41, Konan 1-chome, Minato-ku, Tokyo 108, Japan.
Item 3. Source and Amount of Funds or Other Consideration.
The response set forth in Item 3 of the Original Schedule 13D is hereby
amended and supplemented by the following information:
On October 23, 1997, the Buyer acquired 512,033 additional Shares
through the exercise of a warrant issued by the Company in respect of the
Shares then owned by the Buyer pursuant to the Company's recent registered
distribution. The purchase price for the Shares was $2,048,132; such price
was funded through cash flow from operations.
Item 4. Purpose of Transaction.
The response set forth in Item 4 of the Original 13D is hereby amended
and supplemented by the following information:
The Buyer is currently contemplating and may in the future effect the
sale of all or a portion of the Shares it acquired pursuant to the exercise of
the warrant described in Item 3 above. Such sale or sales will be subject to
market conditions and other considerations the Buyer may consider relevant and
may be effected by any one or any combination of the methods described in the
Buyer's Original Schedule 13D. In addition, such sale or sales may be
effected in conjunction with any other sale described in the Buyer's Original
Schedule 13D. The Buyer currently intends to retain most of its investment in
the Shares, subject to the considerations described herein and in the Buyer's
Original Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The responses set forth in Items 5(a) and 5(b) of the Original Schedule
13D are hereby amended in their entirety as follows:
(a) The Buyer has acquired and, for the purpose of Rule 13d-3 promulgated
under the Exchange Act, beneficially owns 2,048,132 Shares, representing
approximately 5.9% of the outstanding Shares of the Company.(1)
- ------------
(1) Percentage of Shares has been calculated by reference to the total number
of shares of Common Stock and Class A Common Stock of the Company
outstanding as of October 24, 1997.
(b) The Buyer has sole power to vote and to dispose of 2,048,132 Shares.
Schedule A.
The content of Schedule A to the Original Schedule 13D is hereby
amended in its entirety in the form attached hereto.
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: October 28, 1997
MITSUBISHI OIL CO., LTD.
By /s/ Yoshindo Tomoi
-------------------------
Name: Yoshindo Tomoi
Title: Managing Director
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF MITSUBISHI OIL CO., LTD.
The name, business address, title and present principal occupation of
each of the directors and executive officers of Mitsubishi Oil Co., Ltd. (the
"Buyer") are set forth below. If no business address is given, the director's
or officer's business address is the Buyer's address. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
the Buyer. All of the persons listed below are citizens of Japan.
Name and Present Principal
Business Address Occupation
- ---------------- -----------------
Yoshihiko Izumitani . . . . . . . . . . . . . . . Director and President
Masayuki Matsushita . . . . . . . . . . . . . . . Executive Vice President
Katsuichi Nakamura . . . . . . . . . . . . . . . Executive Vice President
Takanori Ogino . . . . . . . . . . . . . . . . . Managing Director
Yoshindo Tomoi . . . . . . . . . . . . . . . . . Managing Director
Satoru Mochizuki . . . . . . . . . . . . . . . . Managing Director
Isao Chiba . . . . . . . . . . . . . . . . . . . Managing Director
Takao Suzuki . . . . . . . . . . . . . . . . . . Managing Director
Shinroku Morohashi . . . . . . . . . . . . . . . Director
Nobuaki Shimizu . . . . . . . . .. . . . . . . . Director
Tamotsu Takakusa . . . . . . . . . . . . . . . . Director
Koji Ozawa . . . . . . . . . . . . . . . . . . . Director
Kunio Nakajima . . . . . . . . . . . . . . . . . Director
Hideo Okazaki . . . . . . . . . . . . . . . . . . Director
Masanobu Fujinawa . . . . . . . . . . . . . . . . Director
Takayoshi Odaka . . . . . . . . . . . . . . . . . Director
Noriyuki Yamaguchi . . . . . . . . . . . . . . . Director
Eiichi Sugiyama . . . . . . . . . . . . . . . . . Director
Teruo Omori . . . . . . . . . . . . . . . . . . . Director
