UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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)
July 26, 1999
(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) and (4),
check the following box [ ].
Check the following box if a fee is being paid with
this statement [ ].
<PAGE>
CUSIP No. 77049-108 SCHEDULE 13D Page 2 of 5
1. Name of Reporting Person YAMANOUCHI
PHARMACEUTICAL CO., LTD.
IRS Identification No. of Above 13-2971791
Person
2. Check the Appropriate Box if a Member (a) [x] (b) [ ]
of a Group
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
NUMBER OF 7. Sole Voting Power -0-
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8. Shared Voting 5,048,500
Power
9. Sole Dispositive -0-
Power
10. Shared 5,048,500
Dispositive Power
11. Aggregate Amount Beneficially Owned 5,048,500
by Each Reporting Person
12. Check Box if the Aggregate Amount in [ ]
Row 11 Excludes Certain Shares
13. Percent of Class Represented by 15.8%
Amount in Row 11
14. Type of Reporting Person HC
<PAGE>
CUSIP No. 77049-108 SCHEDULE 13D Page 3 of 5
1. Name of Reporting Person YAMANOUCHI GROUP
HOLDING, INC.
IRS Identification No. of Above 94-3091443
Person
2. Check the Appropriate Box if a Member (a) [x] (b) [ ]
of a Group
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
NUMBER OF 7. Sole Voting Power -0-
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8. Shared Voting 5,048,500
Power
9. Sole Dispositive -0-
Power
10. Shared 5,048,500
Dispositive Power
11. Aggregate Amount Beneficially Owned 5,048,500
by Each Reporting Person
12. Check Box if the Aggregate Amount in [ ]
Row 11 Excludes Certain Shares
13. Percent of Class Represented by 15.8%
Amount in Row 11
14. Type of Reporting Person CO
<PAGE>
CUSIP No. 77049-108 SCHEDULE 13D Page 4 of 5
This Amendment No. 6 to Schedule 13D is being filed to
report the agreement of Yamanouchi Group Holding Inc.
("Yamanouchi") to vote all of its shares of stock of Roberts
Pharmaceutical Corporation in favor of an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of July 26, 1999, among
Shire Pharmaceuticals Group PLC ("Shire"), Ruby Acquisition Sub
Inc. and Roberts Pharmaceutical Corporation ("Roberts"). Under
the Merger Agreement, all of the outstanding shares of common
stock of Roberts will be converted into the right to receive
American Depositary Shares of Shire or ordinary shares of Shire.
Item 6. Contracts, Arrangements, Understandings Or
Relationships With Respect To Securities Of The Issuer.
Concurrently with the execution of the Merger Agreement,
Yamanouchi entered into a Shareholder Agreement with Shire, dated
as of July 26, 1999, pursuant to which Yamanouchi agreed to vote
all of its shares of stock of Roberts for the approval and the
adoption of the Merger Agreement. The Shareholder Agreement
provides Yamanouchi with shelf and piggyback registration rights
with respect to any American Depositary Shares of Shire that
Yamanouchi receives upon consummation of the merger. Subject to
the rights of the parties to pursue any claims arising out of
breaches that occur prior to termination, the Shareholder
Agreement terminates on the earliest of (i) the termination of
the Merger Agreement in accordance with its terms, (ii) the
second anniversary of the Closing Date (as defined in the Merger
Agreement), (iii) upon any amendment of the Merger Agreement to
decrease the merger consideration per share, and (iv) December
31, 1999, if the effective time of the merger has not occurred by
such date.
Item 7. Material To Be Filed As Exhibits.
Exhibit 7: Shareholder Agreement between Shire and
Yamanouchi dated as of July 26, 1999 (incorporated by reference
to Exhibit 10.2 to the Form 8-K of Roberts, filed on July 27,
1999).
<PAGE>
CUSIP No. 77049-108 SCHEDULE 13D Page 5 of 5
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: July 28,1999 YAMANOUCHI PHARMACEUTICAL CO., LTD.
By:
/s/ Kaoru Kimura
________________________________
Name: Kaoru Kimura
Title: Managing Director
YAMANOUCHI GROUP HOLDING INC.
By:
/s/ Jiro Ichinaka
________________________________
Name: Jiro Ichinaka
Title: Chief Executive Officer
