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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SOFAMOR DANEK GROUP, INC.
(Name of Issuer)
(Amendment No. 2)
Common Stock, no par value
(Title of Class of Securities)
834005 10 0
(CUSIP Number)
Yves Guillemain D'Echon
Sofyc, S.A.
112, avenue Kleber
75784 Paris Cedex 16
France
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copy to:
Creighton O'M Condon, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
January 26, 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 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 / /.
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2
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CUSIP NO. 834005 10 0
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sofyc, S.A.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
3,337,272
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
3,337,272
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
3,337,272
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
As Sofyc, S.A. is a wholly owned subsidiary of Sofamor Danek Group
Inc., such Shares are deemed to be treasury stock.
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14 TYPE OF REPORTING PERSON
CO
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3
This Amendment No. 2 to the Statement on Schedule 13D dated as
of January 30, 1998, as amended by Amendment No. 1 ("Amendment No. 1") on
February 4, 1998 (the "1998 Schedule 13D"), is being filed solely as a
restatement of Amendment No. 1 with the addition of the signature page thereto
not previously included due to a transmission error. Amendment No. 1 was filed
solely to reflect the proper number of Shares beneficially owned by the
persons described in Item 5 of the 1998 Schedule 13D as of the date of the
initial filing of the 1998 Schedule 13D. Capitalized terms used but not
defined herein are used as defined in the 1998 Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the 1998 Schedule 13D is hereby amended by deleting
the chart detailing the ownership of Shares (including the footnotes thereto)
and replacing it in its entirety with the chart as set forth below:
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4
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SHARES OF SHARES OF
NUMBER OF WITH SOLE WITH SHARED
SHARES DISPOSITIVE DISPOSITIVE OR
BENEFICIALLY PERCENTAGE AND VOTING SHARED VOTING
OWNED OF SHARES(1) POWER(2) POWER(3)
<S> <C> <C> <C> <C>
Yves Paul Cotrel 1,451,434 (4) 5.89%(5) 712,690 (4) 738,744
Marie-Louise Cotrel 1,436,276 (6) 5.83 697,532 738,744 (7)
Marie-Helene Cotrel Plais 979,019 (8)(9) 5.96 (10) 240,275 (9) 738,744
Philippe Cotrel 939,121 (8) 3.81 200,377 738,744
Yves-Regis Cotrel 920,621 (8) 3.73 181,877 738,744
Marie-Christine Cotrel Milliez 931,091 (6)(8) 3.78 192,347 738,744
Catherine Cotrel Lechien 935,591 (6)(8) 3.8 196,847 738,744
Elisabeth Cotrel Gauzan 951,591 (6)(8) 3.86 212,847 738,744
Benedicte Cotrel 920,357 (8) 3.73 181,613 738,744
Annie Cotrel 926,506 (6)(8) 3.76 187,762 738,744
Sofyc(8) 3,337,272 (11) (11) (11) (11)
Total Number of Shares held
by the Cotrel Family 3,689,711 (12)
</TABLE>
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(1) Based on a total of 24,650,649 outstanding Shares (derived from
25,181,841 outstanding Shares as of December 31, 1997, as disclosed in
Sofamor Danek's Report on Form 8-K filed with the Securities and
Exchange Commission on February 3, 1998, minus the net reduction of
531,192 outstanding Shares resulting from the transactions contemplated
by the 1998 Stock Exchange Agreement).
(2) Includes Shares owned in full ownership.
(3) Includes Shares owned in usufruit or nue propriete. Dr. Cotrel and Mrs.
Cotrel, pursuant to the Nominee Agreements with each of the Cotrel
Children, transferred nue propriete interests in 116,282.5 Shares to
each of the Cotrel Children. As of the date hereof, each of the Cotrel
Children retains 92,343 of such nue propriete interests. Since all of
the Cotrel Children received nue propriete interests in such Shares
and Dr. Cotrel and Mrs. Cotrel retained usufruit interests in all such
Shares in the aggregate, the Cotrel Children and Dr. Cotrel and Mrs.
Cotrel may be deemed to share benefical ownership as a group in all
738,744 Shares currently covered by the Nominee Agreements.
(4) Includes 707,690 Shares directly owned by Dr. Cotrel in full ownership
and options exercisable within 60 days to purchase 5,000 Shares at an
exercise price of $11.875 per Share.
(5) For purposes of calculating this percentage, the number of outstanding
Shares includes Shares underlying options held by such person
exercisable within 60 days.
(6) Such persons are members of the Cotrel Family and are disclosed
because they hold Shares as a group with the executive officers
and directors of Sofyc.
(7) Pursuant to the Nominee Agreements, Mrs. Cotrel has shared voting
powers with respect to 738,744 Shares held in usufruit. However, Mrs.
Cotrel does not have dispositive powers with respect to these Shares
held in usufruit.
(8) For each of the Cotrel Children, includes 738,744 Shares held by the
Cotrel Children in nue propriete in the aggregate (and with respect
to which Dr. Cotrel and Mrs. Cotrel retain usufruit interests).
(9) Includes 192,075 Shares held in full ownership and options exercisable
within 60 days to purchase: 4,800 Shares at an exercise price of
$24.25; 2,400 Shares at an exercise price of $14.375; and 41,000
Shares at an exercise price of $12.375.
(10) For purposes of calculating this percentage, the number of outstanding
Shares includes Shares underlying options held by such person
exercisable within 60 days.
(11) As Sofyc is a wholly-owned subsidiary of Sofamor Danek, such Shares
are deemed to be treasury stock.
(12) Of these, an aggregate of 738,744 Shares are split among members of the
Cotrel Family into nue propriete and usufruit interests.
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-5-
Item 5 of the 1998 Schedule 13D is hereby further amended by the
addition of the following to the end thereof:
On January 26, 1998, as a result of the transactions contemplated by
the 1998 Stock Exchange Agreement, Sofyc became a wholly owned subisdiary of
Sofamor Darek. Accordingly, the Shares held by Sofyc are deemed to be treasury
stock of Sofamor Danek.
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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.
Dated: February 3, 1998
SOFYC, S.A.
By /s/ Yves Guillemain D'Echon
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Name: Yves Guillemain D'Echon
Title: President
