United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
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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
2-6, Toranomon 1-chome 17-22, Akasaka 2-chome
Minato-ku, Tokyo 105-8457 Minato-ku, Tokyo 107
Japan Japan
Tel. No.: (81) (3) 5521-2105 Tel. No.: (81) (3) 5561-4421
(Name, Address and Telephone Number of
Persons Authorized to Receive Notices and Communications)
November 25, 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.)
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP No. 148885-106 Page 2 of 4 Pages
<S> <C> <C> <C>
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
1,648,132 Shares of Common Stock
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON None
WITH
9 SOLE DISPOSITIVE POWER
1,648,132 Shares of Common Stock
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,648,132 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)
4.0% (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
</TABLE>
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"), as amended by Amendment No. 1 to its Original 13D
filed on October 28, 1997 ("Amendment No. 1").
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.
On December 1, 1997, the address of the principal business and
the principal office of Buyer was changed to 2-6, Toranomon 1-chome,
Minato-ku, Tokyo 105-8457, Japan.
Item 5. Interest in Securities of the Issuer.
The responses set forth in Items 5(a) and 5(b) of Amendment No. 1
are hereby amended in their entirety as follows:
(a) After giving effect to the sale described in Item 5(c) below,
for the purpose of Rule 13d-3 promulgated under the Exchange Act, Buyer
beneficially owns 1,648,132 Shares, representing approximately 4.0% of
the outstanding Shares of the Company.(1)
(b) Buyer has sole power to vote and to dispose of 1,648,132 Shares.
The responses set forth in Items 5(c) and 5(e) of the Original
Schedule 13D are hereby amended in their entirety as follows:
(c) On November 25, 1997, Buyer completed the sale of 400,000
Shares in market transactions on the Nasdaq National Market. Information
regarding the sales dates, amounts and selling price of such Shares is
presented in Annex 1 hereto.
(e) On November 1, 1997, Buyer ceased to beneficially own more than
five percent (5%) of the outstanding Shares of the Company.(1)
[FN]
(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 November 1, 1997.
</FN>
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: November 28, 1997
MITSUBISHI OIL CO., LTD.
By /s/ Yoshindo Tomoi
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Name: Yoshindo Tomoi
Title: Managing Director
ANNEX 1
<TABLE>
<CAPTION>
Sales of Catalytica Shares
Sales Price per
Share
Date of Sale Number of Shares (US $)
<S> <C> <C>
11/04/97 20,000 12.5000
11/05/97 3,000 12.5000
11/10/97 20,000 12.0000
11/14/97 30,000 10.5000
11/17/97 92,000 10.5000
11/18/97 145,000 10.7845
11/21/97 30,000 10.5000
11/25/97 60,000 10.0000
Total 400,000
</TABLE>
