SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3){1}
BIOWHITTAKER, INC.
_______________________________________________________
(Name of issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
_______________________________________________________
(Title of class of securities)
09066T 10 8
_______________________________________________________
(CUSIP number)
RICHARD T. MCDERMOTT, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
_______________________________________________________
(Name, address and telephone number of person
authorized to receive notices and communications)
MAY 16, 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 schedule because of Rule 13d-1(b)(3)
or (4), check the following box <square>.
NOTE. Six copies of this statement, including all exhibits,
should be filed with the Commission. SEE Rule 13d-1 (a) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
__________________________
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES.)
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 09066T 10 8 PAGE 2 OF 6 PAGES
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ANASCO GMBH
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) <square>
(B) <square>
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(C) OR 2(E) <square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FEDERAL REPUBLIC OF GERMANY
7 SOLE VOTING POWER
2,097,043
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
2,097,043
10 SHARED DISPOSITIVE POWER
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON <square>
2,097,043
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* <square>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
APPROXIMATELY 19.9%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
PAGE
<PAGE>
This Amendment No. 3 ("Amendment No. 3") to the Statement on
Schedule 13D dated November 7, 1991 (the "Schedule 13D") is filed by Anasco
GmbH, a limited liability company duly incorporated in Germany ("Anasco"),
in connection with its beneficial ownership of Common Stock of
BioWhittaker, Inc., a Delaware corporation. Schedule 13D as previously
amended by Amendment No. 1, dated January 11, 1995, and by Amendment No. 2,
dated May 22, 1995, is hereby amended as set forth below.
ITEM 4. PURPOSE OF TRANSACTION
______________________
Item 4 of Schedule 13D is amended in its entirety to read as
follows:
Anasco acquired the shares of Common Stock for investment
purposes. The acquisition was consummated pursuant to the Stock Purchase
Agreement, dated as of September 24, 1991, by and between the Issuer and
Anasco (the "Stock Purchase Agreement").
Anasco's acquisition of the Common Stock was effected in
connection with a Joint Venture and Partnership Agreement, dated
October 31, 1991 (the "Joint Venture Agreement"), by and between Boehringer
Ingelheim Bioproducts, Inc., a Delaware corporation and affiliate of Anasco
("BI Bioproducts"), and BioWhittaker International, Inc., a Delaware
corporation and at that time a wholly-owned subsidiary of the Issuer ("BW
Int'l"). Pursuant to the Joint Venture Agreement, the name of the joint
venture formed thereunder was "Boehringer Ingelheim BioWhittaker," a
Delaware general partnership (the "Partnership"). The Partnership was
formed for the purpose of manufacturing and marketing certain products of
the Issuer outside the United States.
On May 5, 1995, Boehringer Ingelheim International GmbH, a German
limited liability company ("BII GmbH"), an affiliate of Anasco, purchased
all of the issued and outstanding shares of capital stock of BW Int'l (the
"BW Int'l Stock") pursuant to a stock purchase agreement dated April 30,
1995 (the "BW Int'l Stock Purchase Agreement"). Subsequently, the name of
BW Int'l was changed to Boehringer Ingelheim Bioproducts International,
Inc. ("BIBI, Inc.") As a result of this purchase, BII GmbH became the 100%
owner of both general partners of the Partnership, and the Partnership,
accordingly, is now wholly owned by an affiliate of Anasco.
In connection with an earlier public announcement by the Issuer
concerning its review of various strategic options and with to a presently
pending reassessment of the bioproducts and biosystems businesses of
companies within the Boehringer Ingelheim group, initial steps have been
taken to determine whether there may be prospective purchasers of various
types of assets related to the group's bioproducts and biosystems
businesses. Depending on the results of this reassessment, (a) Anasco may
determine to dispose of some or all of its Common Stock, either through
privately negotiated or open-market transactions and (b) BII GmbH may
determine to dispose of some or all of its equity interest in BIBI, Inc.
Any disposition by Anasco of Common Stock of the Issuer or any
disposition of capital stock of BIBI, Inc. by BII GmbH would, in each case,
PAGE 3 OF 6 PAGES
PAGE
<PAGE>
depend on the ultimate results of the reassessment within the Boehringer
Ingelheim group and would be subject to the applicable prices of the
Issuer's Common Stock and the capital stock of BIBI, Inc., the availability
of prospective purchasers and subsequent developments affecting the Issuer,
BIBI, Inc., the respective businesses and products of the Issuer and BIBI,
Inc., the bioproducts and biosystems industry as a whole, other investment
and business opportunities available to Anasco and BII GmbH, general stock
market and economic conditions, tax considerations, and other factors.
affiliates may not sell 5% or more of the Issuer's outstanding voting
securities in any transaction or series of related transactions without
first giving the Issuer an opportunity to purchase such securities at a
price equal to the price offered by the prospective purchaser.
Under the Stock Purchase Agreement, Anasco and its affiliates
were required to limit their beneficial ownership in shares of Common Stock
of the Issuer to not more than 19.9% prior to December 2, 1993.
Furthermore, prior to December 2, 1993, Anasco and its affiliates were not
permitted to sell or otherwise to transfer any of their beneficial
ownership in shares of Common Stock of the Issuer other than to affiliates
which agreed to abide by such restrictions. As of the date of this
Amendment No. 3, these restrictions are no longer in effect.
Except as otherwise indicated in this Item 4, Anasco has no
present plans or proposals with respect to the Issuer. Upon the basis of
its continuing review of the Issuer's business and its investment position,
Anasco may develop other plans or proposals, or may decide to maintain or
increase its investment position in the Issuer.
Any disposition of capital stock of BIBI, Inc. by BII GmbH would
be subject to the terms and conditions of the BW Int'l Stock Purchase
Agreement. Among other things, the BW Int'l Stock Purchase Agreement
provides for an option (the "Option") in favor of the Issuer to repurchase
the BW Int'l Stock, such option being exercisable, subject to certain
conditions, on or prior to April 30, 2000. Moreover, under the BW Int'l
Stock Purchase Agreement, the Issuer was granted certain rights reserved in
the Joint Venture Agreement to the partners in the Partnership (the
"Restrictive Rights"), such Restrictive Rights to be in effect during the
exercise period of the Option.
As the result of the agreements set forth in the BW Int'l Stock
Purchase Agreement, references throughout this Schedule 13D to the Joint
Venture Agreement are deemed to be amended to reflect the purchase by BII
GmbH of 100% of the BW Int'l Stock, the grant of the Option and the
Restrictive Rights.
Other than as described above in this Item 4, as of the date of
this Amendment No. 3, Anasco and its affiliates have no plans or proposals
which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
PAGE 4 OF 6 PAGES
<PAGE>
<PAGE>
(c) A sale or transfer of a material amount of assets of the Issuer
or of any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be de-listed from
a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
PAGE 5 OF 6 PAGES
PAGE
<PAGE>
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: May 19, 1997
ANASCO GMBH
By: /s/ Dr. Ruediger Erckel
___________________________________
Name: Dr. Ruediger Erckel
Title: Managing Director
By: /s/ Dr. Gerhard Huber
___________________________________
Name: Dr. Gerhard Huber
Title: Authorized Signatory
