<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ____ )*
ORPHAN MEDICAL, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
687303 10 7 (FOR COMMON STOCK ISSUED UPON CONVERSION)
(CUSIP Number)
MICHAEL GREENE
PARTNER
UBS CAPITAL II LLC
299 PARK AVENUE
NEW YORK, NEW YORK 10171
(212) 821-6380
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPIES TO:
NANCY E. FUCHS, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
425 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 836-8000
JULY 23, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See Section 13d-7(b) for other
parties to whom copies are to be sent.
Page 1 of 21 pages.
<PAGE> 2
*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 ("Act") 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 2 of 21 pages.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 687303 10 7 (FOR PAGE 3 OF 21 PAGES
COMMON STOCK ISSUED UPON
CONVERSION)
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS
UBS Capital II LLC 13-3699851
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
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
SHARES UBS Capital II LLC owns 7,500 shares of Senior
BENEFICIALLY Convertible Preferred Stock (convertible into
OWNED BY approximately 882,353* shares of Common Stock).
EACH
REPORTING ------------------------------------------------------------
PERSON 8 SHARED VOTING POWER
WITH
-0-
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
UBS Capital II LLC owns 7,500 shares of Senior
Convertible Preferred Stock (convertible into
approximately 882,353* shares of Common Stock).
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
UBS Capital II LLC owns 7,500 shares of Senior Convertible Preferred
Stock (convertible into approximately 882,353* shares of Common
Stock) and beneficially owns an option to purchase 4,500 shares of
Senior Convertible Preferred Stock (convertible into approximately
529,412* shares of Common Stock).
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
UBS Capital II LLC owns 100% of issued and outstanding Senior
Convertible Preferred Stock (convertible into 11.5% of Common Stock
of Issuer as of July 17, 1998*) and beneficially owns an option to
purchase 4,500 shares of Senior Convertible Preferred Stock
(convertible into 6.9% of Common Stock of the Issuer as of July 17,
1998*) representing an aggregate 18.4% of the Common Stock of the
Issuer as of July 17, 1998.*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
- --------------------------------------------------------------------------------
* Assuming conversion price of $8.50 per share, the floor on the conversion
price.
Page 3 of 21 pages.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 687303 10 7 (FOR PAGE 4 OF 21 PAGES
COMMON STOCK ISSUED UPON
CONVERSION)
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS
UBS Capital Holdings LLC 13-3952898
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
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
SHARES
BENEFICIALLY -0-
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
UBS Capital II LLC owns 7,500 shares of Senior Convertible Preferred
Stock (convertible into approximately 882,353* shares of Common
Stock) and beneficially owns an option to purchase 4,500 shares of
Senior Convertible Preferred Stock (convertible into approximately
529,412* shares of Common Stock); UBS Capital Holding LLC, by virtue
of the fact that it owns 100% of UBS Capital II LLC, beneficially
owns all such shares.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
UBS Capital II LLC owns 100% of issued and outstanding Senior
Convertible Preferred Stock (convertible into 11.5% of Common Stock
of Issuer as of July 17, 1998*) and beneficially owns an option to
purchase 4,500 shares of Senior Convertible Preferred Stock
(convertible into 6.9% of Common Stock of Issuer as of July 17,
1998*) representing an aggregate 18.4% of the Common Stock of the
Issuer as of July 17, 1998.* UBS Capital Holdings LLC beneficially
owns all such stock owned by UBS Capital II LLC.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
- --------------------------------------------------------------------------------
* Assuming conversion price of $8.50 per share, the floor on the conversion
price.
Page 4 of 21 pages.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 687303 10 7 (FOR PAGE 5 OF 21 PAGES
COMMON STOCK ISSUED UPON
CONVERSION)
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS
UBS AG
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
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
SWITZERLAND
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
UBS Capital II LLC owns 7,500 shares of Senior Convertible Preferred
Stock (convertible into approximately 882,353* shares of Common
Stock) and beneficially owns an option to purchase 4,500 shares of
Senior Convertible Preferred Stock (convertible into approximately
529,412* shares of Common Stock); UBS Capital Holding LLC, by virtue
of the fact that it owns 100% of UBS Capital II LLC, beneficially
owns all such shares. UBS AG, by virtue of the fact that it owns
100% of UBS Capital Holding LLC, beneficially owns all such shares,
and in addition UBS AG holds 950 shares of Common Stock for its
customers, of which it has voting power but not dispositive power.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
UBS Capital II LLC owns 100% of issued and outstanding Senior
Convertible Preferred Stock (convertible into 11.5% of Common Stock
of Issuer as of July 17, 1998*) and beneficially owns an option to
purchase 4,500 shares of Senior Convertible Preferred Stock
(convertible into 6.9% of Common Stock of Issuer as of July 17,
1998*) representing an aggregate 18.4% of the Common Stock of the
Issuer as of July 17, 1998*. UBS Capital Holdings LLC beneficially
owns all such stock owned by UBS Capital II LLC; UBS AG owns all
such stock owned by UBS Capital Holdings LLC plus beneficially owns
an additional 950 shares of Common Stock of the Issuer, representing
an aggregate 18.5% of the Common Stock of the Issuer as of July 17,
1998.*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- --------------------------------------------------------------------------------
* Assuming conversion price of $8.50 per share, the floor on the conversion
price.
Page 5 of 21 pages.
<PAGE> 6
ITEM 1. SECURITY AND ISSUER
This Statement relates to shares of Common Stock ("Common Stock") of
Orphan Medical, Inc., a Minnesota corporation (the "Company"). UBS Capital II
LLC, a Delaware limited liability company ("UBS") is the beneficial owner of (a)
shares of Senior Convertible Preferred Stock, par value $.01 per share (the
"Preferred Stock") which are convertible into shares of Common Stock of the
Company and (b) an option owned by UBS to purchase Preferred Stock.
The address of the Company's principal executive office is: 13911
Ridgedale Drive, Suite 475, Minnetonka, Minnesota 55305.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement constitutes the filing on Schedule 13D by UBS,
with respect to the Stock Purchase Agreement (the "Purchase Agreement", a copy
of which is attached hereto as Exhibit 2) dated as of July 23, 1998 between the
Company and UBS, pursuant to which, subject to certain terms and conditions, the
Company agreed to issue and sell to UBS, and UBS agreed to purchase, 7,500
shares of Preferred Stock and the Company granted to UBS an option to purchase
4,500 shares of Preferred Stock.
A list of the members, directors and executive officers of UBS
appears on Exhibit 1 attached hereto.
UBS is a wholly-owned subsidiary of UBS Capital Holdings LLC, a
Delaware limited liability company ("Holdings"). Holdings is a wholly-owned
subsidiary of UBS AG, a Swiss banking corporation ("UBS AG"). UBS AG is
principally engaged in the general banking business and Holdings is a holding
company. A list of the members, directors and executive officers of Holdings and
UBS AG appears on Exhibit 1 attached hereto.
(b) The address of the principal business office of UBS, Holdings
and UBS AG are as follows:
<TABLE>
<CAPTION>
Reporting Person Address
---------------- -------
<S> <C>
UBS Capital II LLC 299 Park Avenue
New York, New York 10171
UBS Capital Holdings LLC 299 Park Avenue
New York, New York 10171
UBS AG Bahnhofstrasse 45
8021 Zurich
</TABLE>
Page 6 of 21 pages.
<PAGE> 7
The address of each of the directors and executive officers of each
of UBS, Holdings and UBS AG are set forth on Exhibit 1 attached hereto.
(c) The present principal occupation or employment of each of the
members, directors and executive officers of each of UBS, Holdings and UBS AG
are set forth on Exhibit 1 attached hereto.
(d) During the past five years, neither UBS, Holdings nor UBS AG
nor, to the knowledge of UBS, Holdings or UBS AG, any of the members, executive
officers or directors of UBS, Holdings or UBS AG, has been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) During the past five years, neither UBS, Holdings nor UBS AG
nor, to the knowledge of UBS, Holdings or UBS AG, any of the members, executive
officers or directors of UBS, Holdings or UBS AG, has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal and state securities laws or finding any violation with
respect to such laws.
(f) Each of UBS and Holdings is a Delaware limited liability
company. To the knowledge of UBS, Holdings and UBS AG, each member, executive
officer and director of UBS and Holdings is a citizen of the United States. UBS
AG is a corporation formed under the laws of Switzerland. To the knowledge of
UBS, Holdings and UBS AG, none of the executive officers and directors of UBS
AG, except Gary Brinson, a member of the group executive board of UBS AG, are
citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Pursuant to the Purchase Agreement, on July 23, 1998 UBS paid to the
Company $7,500,000 as sole consideration for the purchase of the 7,500 shares of
Preferred Stock. UBS obtained funds for such purpose from UBS AG-Stamford
Branch.
ITEM 4. PURPOSE OF TRANSACTION
UBS purchased 7,500 shares of Preferred Stock for investment
purposes and beneficially owns an option to purchase 4,500 shares of Preferred
Stock.
(a) UBS may exercise its option to acquire up to 4,500 shares of
Preferred Stock and possesses a right of first refusal to acquire additional
securities, as well as registration rights. Furthermore, the Company may, at its
election, pay dividends on the shares of Preferred Stock in cash, additional
shares of Preferred Stock or shares of Common Stock.
Page 7 of 21 pages.
<PAGE> 8
(b) Not applicable.
(c) Not applicable.
(d) The Board of Directors increased the number of directors by one
director, which director shall be elected by the holders of the Preferred Stock.
(e) Pursuant to the Company's Charter, so long as greater than 20%
of the initially issued shares of Preferred Stock are outstanding (including any
shares obtained pursuant to exercise of the option), without the consent of the
holders of the Preferred Stock, the Company may not pay dividends on the Common
Stock or any other class of stock junior to the Preferred Stock.
(f) Not applicable.
(g) Pursuant to the terms of the Company's Charter, without the
consent of the holders of the Preferred Stock, the Company may not issue equity
securities or accord voting rights with respect to shares acquired in a "control
share acquisition" (as defined in the Minnesota Business Corporation Act).
Pursuant to the terms of the Purchase Agreement, UBS has a right of first
refusal with respect to equity issuances by the Company.
(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) UBS is the beneficial owner of 7,500 shares of Preferred Stock,
which is convertible into an aggregate of approximately 882,353* shares of the
Company's Common Stock, or approximately 11.5% of the issued and outstanding
shares of Common Stock as of July 17, 1998,* assuming exercise of the option.
The option to purchase 4,500 shares of Preferred Stock may be exercised on the
date which is approximately ninety days after the date on which the Purchase
Agreement was executed. Pursuant to the terms of the charter, the conversion
price of the Preferred Stock will be equal to the lesser of (i) 10% above the
20-day average bid price immediately prior to July 23, 1998 and (ii) 10% above
the 20-day average bid price immediately prior to October 21, 1998, but in no
event will the conversion price be less than $8.50 per share. By virtue of the
fact that Holdings owns 100% of UBS, Holdings is the beneficial owner of all
- --------
* Assuming conversion price of $8.50 per share, the floor on the conversion
price.
Page 8 of 21 pages.
<PAGE> 9
such stock. By virtue of the fact that UBS AG owns 100% of Holdings, UBS AG is
the beneficial owner of all such stock. In addition, UBS AG holds 950 shares of
Common Stock of the Company of which it is the beneficial owner by virtue of the
fact that UBS AG has voting power over such Common Stock.
Holdings disclaims beneficial ownership of any equity securities of
the Company. UBS AG disclaims beneficial ownership of any equity securities of
the Company other than indirect beneficial ownership of 950 shares of Common
Stock held on behalf of its customers of which UBS AG has voting power.
(b) UBS has the sole power to vote the 7,500 shares of Preferred
Stock under the circumstances described in the Certificate of Designation (a
form of which is attached to the Purchase Agreement as Exhibit A thereto). UBS
has the power to exercise the option to acquire up to 4,500 shares of Preferred
Stock.
(c) None.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
To the knowledge of UBS, Holdings and UBS AG, on the date hereof,
except as set forth herein or in the Exhibits filed herewith or incorporated by
reference, neither UBS, Holdings nor UBS AG nor any of the members, directors or
executive officers of UBS, Holdings nor UBS AG has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Company, including, but not limited to,
transfer or voting of any securities of the Company, finder's fee, joint
ventures, loan or option arrangements, puts or calls, guarantees or profits,
division of profits or loss or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit 1 Information relating to the members of the Board of
Managers, Directors, and Executive Officers of UBS Capital II
LLC, UBS Capital Holdings LLC and UBS AG.
Exhibit 2 Stock Purchase Agreement dated as of July 23, 1998 between
Orphan Medical, Inc. and UBS Capital II LLC, (incorporated by
reference to
Page 9 of 21 pages.
<PAGE> 10
Exhibit 10.48 filed with Form 10-Q of Orphan Medical, Inc.
filed on July 30, 1998).
Exhibit 3 Certificate of Designation of Orphan Medical, Inc.
(incorporated by reference to Exhibit 3.11 filed with Form
10-Q of Orphan Medical, Inc. filed on July 30, 1998).
Exhibit 4 Joint Filing Agreement dated July 31, 1998, by and among UBS
Capital II LLC, UBS Capital Holdings LLC and UBS AG.
Exhibit 5 Power of Attorney by UBS AG dated May 26, 1998,
authorizing Robert C. Dinerstein, Louis Eber, Janet Zimmer,
Robert Mills, Stephen Anikewich, Joan Hoffman, Thomas R.
Toothaker and Stuart Sindell (incorporated by reference to
Exhibit 13 filed with Schedule 13D relating to Common Stock of
Peoples Telephone Company, Inc, filed by UBS Capital II LLC,
UBS Capital Holdings LLC and UBS AG on July 17, 1998).
Page 10 of 21 pages.
<PAGE> 11
Signature
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.
UBS CAPITAL II LLC
By: /s/ Michael Greene
------------------------------------
Michael Greene
Partner
By: /s/ Marc Unger
------------------------------------
Marc Unger
Chief Financial Officer
Page 11 of 21 pages.
<PAGE> 12
Signature
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.
UBS CAPITAL HOLDINGS LLC
By: /s/ Michael Greene
------------------------------------
Michael Greene
Partner
By: /s/ Marc Unger
------------------------------------
Marc Unger
Chief Financial Officer
Page 12 of 21 pages.
<PAGE> 13
Signature
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.
UBS AG
By: /s/ Robert Dinerstein
------------------------------------
Robert Dinerstein
Attorney-In-Fact
By: /s/ Lewis R. Eber
------------------------------------
Lewis R. Eber
Attorney-In-Fact
Page 13 of 21 pages.
<PAGE> 14
EXHIBIT INDEX
Page
----
Exhibit 1 Information relating to the members of the Board
of Managers, Directors, and Executive Officers of
UBS Capital II LLC, UBS Capital Holdings LLC and
UBS AG............................................ 15
Exhibit 2 Joint Filing Agreement dated July 31, 1998, by and
among UBS Capital II LLC, UBS Capital Holdings LLC
and UBS AG........................................ 20
Page 14 of 21
<PAGE> 1
EXHIBIT 1
UBS CAPITAL II LLC
The names and titles of the members of the board of managers and
executive officers of UBS Capital II LLC and their business addresses and
principal occupations are set forth below. The business addresses of the each of
the following are at UBS Capital II LLC, 299 Park Avenue, New York, New York
10171.
<TABLE>
<S> <C>
Justin S. Maccarone President
George Duarte Partner
Michael Greene Partner and Member of Board of Managers
Charles Delaney Partner
Robert C. Dinerstein VP, Secretary and Member of Board of
Managers
James Breckenridge Principal
Marc Unger Principal, Chief Financial Officer and
Member of Board of Managers
Hyunja Laskin Principal
Charles W. Moore Principal
Sandra Costin Assistant Secretary
Patricia Long Assistant Secretary
</TABLE>
Page 15 of 21 pages.
<PAGE> 2
UBS CAPITAL HOLDINGS, LLC
The names and titles of the members of the board of managers and
executive officers of UBS Capital Holdings LLC and their business addresses and
principal occupations are set forth below. The business addresses of the each of
the following are at UBS Capital Holdings LLC, 299 Park Avenue, New York, New
York 10171.
<TABLE>
<S> <C>
Michael Greene President and Member of Board of Managers
Robert C. Dinerstein Managing Director, Secretary and Member of
Board of Managers
Marc Unger Chief Financial Officer, Treasurer and
Member of Board of Managers
Sandra Costin Assistant Secretary
Patricia Long Assistant Secretary
</TABLE>
Page 16 of 21 pages.
<PAGE> 3
UBS AG
The names and titles of the members of the Group Executive Board,
directors and executive officers of UBS AG and their business addresses and
principal occupations are set forth below.
DIRECTORS
<TABLE>
<CAPTION>
Name of Director Nationality Address
- ---------------- ----------- -------
<S> <C> <C>
Mathis Cabiallavetta Swiss UBS AG
Bahnhofstrasse 45
8021 Zurich
Alberto Togni Swiss UBS AG
Aeschenplatz 6
4002 Basle
Alex Krauer Swiss Novaris AG
Schwarzwaldallee 215
P.O. Box
4002 Basle
Markus Kundig Swiss P.O. Box 4463
6304 Zug
Peter Bockli Swiss Bockli Thomann & Parmer
St. Jakobs-Strasse 41
P.O. Box 2342
4002 Basle
Rolf Arthur Meyer Swiss Ciba Spezialitatenchemise AG
P.O. Box
4002 Basle
Hans Peter Ming Swiss Sika Finanz AG
Zugerstrasse 50
6341 Baar
Andreas Peter Reinhart Swiss Gebruder Volkart Holding AG
P.O. Box 343
8401 Winterthur
</TABLE>
Page 17 of 21 pages.
<PAGE> 4
<TABLE>
<CAPTION>
Name of Director Nationality Address
- ---------------- ----------- -------
<S> <C> <C>
Georges P. Schorderet Swiss SAir Group
8058 Zurich-Airport
Manfred Zobl Swiss Swiss Life/Rentenanstalz
P.O. Box 8022
Zurich
</TABLE>
That the names, nationalities and addresses of other responsible persons
of the Company are as follows:
<TABLE>
<CAPTION>
Position in the Company/Name Nationality Address
- ---------------------------- ----------- -------
<S> <C> <C>
Chairman of the Board:
Mathis Cabiallavetta Swiss UBS AG
Bahnhofstrasse 45
8021 Zurich
Vice Chairmen:
Alberto Togni Swiss UBS AG
Aeschenplatz 6
4002 Basle
Alex Krauer Swiss Novartis AG
Schwarzwaldallee 215
P.O. Box 4002 Basle
Markus Kundig Swiss P.O. Box 4463
6304 Zug
Chief Executive Officer:
Marcel Ospel Swiss UBS AG
Aeschenplatz 6
4002 Basle
</TABLE>
Page 18 of 21 pages.
<PAGE> 5
<TABLE>
<CAPTION>
Position in the Company/Name Nationality Address
- ---------------------------- ----------- -------
<S> <C> <C>
Members of the Group
Executive Board:
Johannes De Gier Dutch Warburg Dillon Reed
1, Finsbury Avenue
London EC2M 2PP
Stephan Haeringer Swiss UBS AG
Bahnhofstrasse 45
8021 Zurich
Gary Brinson American Brinson
209 South La Salle Street
Chicago, IL 60604-1295
Rodolfo Bogni Italian UBS AG
Aeschenplatz 6
4002 Basle
Felix Fischer Swiss UBS AG
Bahnhofstrasse 45
8021 Zurich
Peter De Weck Swiss UBS AG
Bahnhofstrasse 45
8021 Zurich
Peter Wuffli Swiss UBS AG
Aeschenplatz 6
4002 Basle
Corporate Secretary:
Gertrud Erismann Swiss UBS AG
Bahnhofstrasse 45
8021 Zurich
Treasurer:
Peter Wuffli Swiss UBS AG
Aeschenplatz 6
4002 Basle
</TABLE>
Page 19 of 21 pages.
<PAGE> 1
EXHIBIT 4
JOINT FILING AGREEMENT
The undersigned hereby agree to file jointly the Statement on
Schedule 13D (the "Schedule") relating to the Common Stock of Orphan Medical,
Inc. and any further amendments thereto which may be deemed necessary pursuant
to Regulation 13D or G promulgated under Section 13 of the Securities Exchange
Act of 1934, as amended.
It is understood and agreed that a copy of this Agreement shall be
attached as an exhibit to this Statement, filed upon behalf of each of the
parties hereto.
This Agreement may be executed in multiple counterparts, each of
which shall constitute an original, one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed this
Agreement as of July 31, 1998.
UBS CAPITAL II LLC
By: /s/ Michael Greene
--------------------------------
Michael Greene
Partner
By: /s/ Marc Unger
--------------------------------
Marc Unger
Chief Financial Officer
UBS CAPITAL HOLDINGS LLC
By: /s/ Michael Greene
--------------------------------
Michael Greene
President
By: /s/ Marc Unger
--------------------------------
Marc Unger
Chief Financial Officer
Page 20 of 21 pages.
<PAGE> 2
UBS AG
By: /s/ Robert Dinerstein
--------------------------------
Robert Dinerstein
Attorney-In-Fact
By: /s/ Lewis R. Eber
--------------------------------
Lewis R. Eber
Attorney-In-Fact
Page 21 of 21 pages.
