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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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AMENDMENT NO. 5
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
Syntex Corporation
(Name of Subject Company)
Roche Capital Corporation
(Bidder)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
87161610
(CUSIP Number of Class of Securities)
Dr. Felix Amrein
c/o Roche Holding Ltd
Grenzacherstrasse 124
CH-4002 Basel
Switzerland
Telephone: (41) (61) 688-1111
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
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Copies to:
Peter R. Douglas
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
May 6, 1994
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Date Tender Offer First Published, Sent or Given to Security Holders
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CUSIP No. 871 616 10
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roche Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2 (e) OR 2 (f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Panama
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
N/A
10 TYPE OF REPORTING PERSON*
CO
This Amendment No. 5 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (the ``Statement'') dated May 6, 1994 filed by Roche
Capital Corporation, a Panama corporation (the ``Bidder'') and a wholly
owned subsidiary of Sapac Corporation Limited, a non-resident Canadian
corporation (``Holding''), which, in turn, is a wholly owned subsidiary of
Roche Holding Ltd, a Switzerland corporation (``Parent''), as amended by
Amendments Nos. 1, 2, 3 and 4, relating to the Bidder's offer to purchase
all outstanding shares of Common Stock, $1.00 par value (the ``Shares'') of
Syntex Corporation (the ``Company''), at $24.00 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase and the related Letter of Transmittal, copies of
which are attached as Exhibits (a)(1) and (a)(2) to the Statement (which
are herein referred to as the ``Offer''). Capitalized terms not separately
defined herein shall have the meanings specified in the Statement.
Item 10. Additional Information.
(b) On June 16, 1994, CFIUS informed the Bidder that CFIUS had
determined not to conduct an investigation in connection with the Offer.
(c) On June 20, 1994, the EC Commission informed the Bidder that the
EC Commission would not oppose the transactions contemplated by the Merger
Agreement and had declared the transactions compatible with the common
market.
SIGNATURE
After due 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.
ROCHE CAPITAL CORPORATION
By: /s/ DR. HENRI B. MEIER
_______________________
Dr. Henri B. Meier
Vice-President
Dated: June 21, 1994
