UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
ROBERTS PHARMACEUTICAL CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
77049-108
(CUSIP Number)
YAMANOUCHI GROUP HOLDING INC.
YAMANOUCHI PHARMACEUTICAL CO., LTD.
(Names of Persons Filing Statement)
Richard W. Canady, Esq.
Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 399-3027
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
November 30, 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 [].
-1-<PAGE>
CUSIP No. 77049-108 SCHEDULE 13D Page 2 of 6
1 Name of Reporting Person YAMANOUCHI PHARMACEUTICAL CO., LTD.
IRS Identification No. of Above Person 13-2971791
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
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 -0-
NUMBER OF 8 Shared Voting Power 5,048,500
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 5,048,500
11 Aggregate Amount Beneficially Owned by Each Reporting 5,048,500
Person
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 27.2%
14 Type of Reporting Person HC<PAGE>
CUSIP No. 77049-108 SCHEDULE 13D Page 3 of 6
1 Name of Reporting Person YAMANOUCHI GROUP HOLDING INC.
IRS Identification No. of Above Person 94-3091443
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 5,048,500
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 5,048,500
11 Aggregate Amount Beneficially Owned by Each Reporting 5,048,500
Person
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 27.2%
14 Type of Reporting Person CO<PAGE>
This Amendment No. 4 amends the Schedule 13D, as amended,
previously filed with respect to the common stock, $.01 per
value (the "Common Stock"), of Roberts Pharmaceutical
Corporation, a New Jersey corporation (the "Issuer"). The
Amendment is being filed to report the merger on November 30,
1995 of Yamanouchi U.S.A. Inc. ("YUSA"), a Delaware
corporation which is a subsidiary of Yamanouchi
Pharmaceutical Co., Ltd., a corporation organized under the
laws of Japan ("Yamanouchi"), with and into Yamanouchi Group
Holding Inc. ("YGH"), a Delaware corporation which is also a
subsidiary of Yamanouchi, as part of a corporate
restructuring. In connection with this merger, all of the
assets of YUSA, including all shares of the Issuer's Common
Stock previously held by YUSA, were transferred by operation
of law to YGH.
Item 2. Identity and Background.
The persons filing this Amendment are Yamanouchi and YGH.
Information with respect to Yamanouchi has been reported in
the previously filed Schedule 13D, as amended.
The address of the principal office of YGH is c/o The
Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801. The name,
business address, present principal occupation or employment,
and citizenship of each director and executive officer of YGH
are set forth on Schedule A attached hereto.
During the last five years, neither YGH, nor any person
controlling YGH, nor, to the best knowledge of YGH, any
person listed on Schedule A attached hereto, has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has 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 5. Interest in Securities of the Issuer.
According to the Issuer's most recent Form 10-Q, the Issuer
had 18,531,240 shares of Common Stock outstanding on
October 27, 1995. After the merger described above, YGH
directly owns, and both YGH and Yamanouchi beneficially own,
5,048,500 shares of the Issuer's Common Stock, representing
approximately 27.2% of the outstanding Common Stock.
-4-<PAGE>
Signatures
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
DATED: November 30, 1995
YAMANOUCHI PHARMACEUTICAL CO.,
LTD.
By: /s/ Shigeo Morioka
___________________________
Shigeo Morioka
Chairman and Chief Executive
Officer
YAMANOUCHI GROUP HOLDING INC.
By: /s/ Shigeo Morioka
__________________________
Shigeo Morioka
President
-5-<PAGE>
SCHEDULE A
Yamanouchi Group Holding Inc.
Principal
Occupation
Name and Office Held Business Address or Employment Citizenship
Shigeo Morioka, 3-11 Nihonbashi-Honcho Chairman and Japan
Director and 2-chome Chief
President Chuo-ku, Tokyo 103, Executive
Japan Officer of
Yamanouchi
Masayoshi Onoda, 3-11 Nihonbashi-Honcho President and Japan
Director 2-chome Chief
Chuo-ku, Tokyo 103, Operating
Japan Officer of
Yamanouchi
Junichiro Matsumoto, 3-11 Nihonbashi-Honcho Managing Japan
Director 2-chome Director of
Chuo-ku, Tokyo 103, Yamanouchi
Japan
Shingo Ogawa, 10 Bank Street Senior Vice Japan
Vice President and White Plains, NY President,
Secretary 10606 General
Manager &
Secretary of
YUSA
Masayasu Ueno, 444 Market Street Executive Japan
Vice President San Francisco, CA Vice
94111 President of
Shaklee
Corporation
Thomas E. Bishop, 444 Market Street Vice USA
Treasurer San Francisco, CA President of
94111 Taxes &
Treasurer of
Shaklee
Corporation
-6-<PAGE>
